8-K
StandardAero, Inc. (SARO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 10, 2025 |
|---|
StandardAero, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-42298 | 30-1138150 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 6710 North Scottsdale Road, Suite 250 | ||
| Scottsdale, Arizona | 85253 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code:<br><br>(480) 377 3100 | ||
| --- | ||
| N/A | ||
| --- |
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | SARO | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 10, 2025, StandardAero Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).
The information contained in this Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | The following exhibit relates to Item 2.02 and shall be deemed to be furnished, and not filed: |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated November 10, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| STANDARDAERO, INC. | |||
|---|---|---|---|
| Date: | November 10, 2025 | By: | /s/ Daniel Satterfield |
| Daniel Satterfield<br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
StandardAero Announces Third Quarter Results
Raising 2025 guidance driven by continued double-digit growth and progress on strategic initiatives
SCOTTSDALE, Arizona, November 10, 2025 (Business Wire) — StandardAero (NYSE: SARO) announced results today for the three months ended September 30, 2025 ("Third Quarter 2025").
Third Quarter 2025 Highlights
- Revenue increased 20.4% year-over-year to $1,498.0 million
- Double-digit revenue growth across StandardAero’s commercial, business aviation, and military and helicopter end markets
- Net Income increased $51.7 million year-over-year to $68.1 million; Net Income margin was 4.5%
- Adjusted EBITDA increased 16.1% year-over-year to $195.6 million; Adjusted EBITDA Margin was 13.1%
- Raising full-year 2025 guidance across revenue, Adjusted EBITDA and Free Cash Flow
“StandardAero delivered another excellent quarter, extending our track record of double-digit revenue and earnings growth, driven by exceptional execution and broad-based demand across our commercial, business aviation, and military and helicopter end markets. Momentum across our growth platforms and record margins in our Component Repair Services segment underscore the strength of our business model and the impact of the strategic investments we have made,” said Russell Ford, StandardAero’s Chairman and Chief Executive Officer. Mr. Ford continued, “With continued robust demand and a supportive aerospace aftermarket environment, we are raising our full-year guidance for revenue, Adjusted EBITDA and Free Cash Flow. We remain focused on executing our operational priorities while positioning StandardAero for sustainable long-term value creation.”
Third Quarter 2025 Results
StandardAero reported revenue for Third Quarter 2025 of $1,498.0 million, an increase of $253.3 million, or 20.4%, compared to $1,244.6 million for the prior year period, with year-over-year growth across both the Engine Services and Component Repair Services segments. The increase over the prior year period included 17.8% growth in our commercial aerospace end market, 21.1% growth in the military and helicopter end market, and 28.0% growth in our business aviation end market.
Net income was $68.1 million for the Third Quarter 2025, compared to $16.4 million for the prior year period, an increase of $51.7 million. The increase in net income compared to the prior year period primarily reflects higher operating results, lower non-recurring expenses, and reduced interest expense from the debt paydown and refinancing in 2024. This drove an improved net income margin of 4.5%, compared to 1.3% for the prior year period.
Adjusted EBITDA was $195.6 million for the Third Quarter 2025, an increase of $27.2 million, or 16.2%, compared to $168.4 million for the prior year period. The increase reflects revenue growth in both segments and margin expansion in Component Repair Services from positive mix and pricing. Adjusted EBITDA Margin was 13.1% for the Third Quarter 2025, compared to 13.5% for the prior year period.
Net debt, calculated as total funded debt, net of cash and cash equivalents on our balance sheet, as of September 30, 2025, was $2,265.3 million compared to $3,418.1 million as of September 30, 2024. Net debt to Adjusted EBITDA for the trailing twelve months ended September 30, 2025 was 2.9x, compared to 5.3x at the end of the prior year period.
Third Quarter 2025 Segment Results
Engine Services Segment
Engine Services segment revenue increased $231.9 million, or 21.3%, to $1,322.2 million for the Third Quarter 2025, compared to $1,090.3 million for the prior year period. The increase reflects continued strong commercial aerospace end
market growth, underpinned by ramping volumes from our LEAP and CFM56 DFW investments, as well as growth on our mid-size and super mid-size business aviation platforms and select military transport programs. The prior period of 3Q24, included the positive effect of a one-time liability extinguishment of $9.3 million.
Engine Services Segment Adjusted EBITDA increased $18.0 million, or 12.2%, to $165.4 for the Third Quarter 2025, from $147.4 million for the prior year period. Adjusted EBITDA margin was 12.5% for the Third Quarter 2025, compared to 13.5% for the prior year period, driven by lower margin workscope mix and the effect of ramping volumes on our new LEAP and CFM56 DFW program as they work down the learning curve. Adjusted EBITDA Margins in the last year period of 3Q24, reflect the positive impact of a one-time liability extinguishment of $9.3 million.
Component Repair Services Segment
Component Repair Services segment revenue increased $21.5 million, or 13.9%, to $175.8 million for the Third Quarter 2025, compared to the prior year period. The increase reflects growth on land and marine platforms and the contribution from the ATI acquisition, which contributed $15.3 million in incremental year-over-year revenue, offset by slower growth in commercial aerospace related to input timing of certain customer orders.
Component Repair Services Segment Adjusted EBITDA increased $13.2 million, or 32.4%, to $54.0 million for the Third Quarter 2025, from $40.8 million for the prior year period. Adjusted EBITDA margins of 30.7% compared to 26.4% in the prior year period, driven by volume and price growth, favorable mix and margin expansion from the ATI acquisition.
Updated Full Year 2025 Guidance
“Our strong third quarter performance and business momentum provide us with the confidence to raise our full-year 2025 guidance across metrics – Revenue, Adjusted EBITDA, and Free Cash Flow,” Mr. Ford said. “The increase reflects the outperformance we’ve seen through the first nine months of the year, supported by growth across our segments and end markets, as well as greater visibility into continued demand and strong cash flows for the remainder of the year.”
“With a healthy demand environment, record activity in our key growth platforms, and sustained operational excellence, we expect to deliver another year of record financial results. Our focus remains on maintaining this momentum into 2026, driving disciplined growth, expanding margins over time, and generating strong free cash flow to create lasting value for our shareholders.”
| Full Year 2025 | ($ in millions) |
|---|---|
| Revenue | $5,970 - $6,030 (prior $5,875 to $6,025) |
| Engine Services | $5,270 - $5,310 |
| Component Repair Services | $700 - $720 |
| Adjusted EBITDA | $795- $815 (prior $790 to $810) |
| Segment Adjusted EBITDA Margin | |
| Engine Services Segment | ~13.2% |
| Component Repair Services Segment | ~29.0% |
| Free Cash Flow | $170-$190 (prior $155 to $175) |
| Major Platform Expansion Investments Included | $90 |
| Effective Tax Rate | 26% - 27% (prior 26-28%) |
| End Market Revenue Growth Assumptions | |
| Commercial Aerospace | Mid-Teens Growth |
| Military & Helicopter | High Single Digit Growth |
| Business Aviation | Low Double Digit - Mid Teens Growth<br><br>(prior High Single Digits) |
Conference Call and Webcast Information
StandardAero management will host a conference call today, November 10, 2025, at 5:00 PM ET, to discuss its results in more detail. The conference call will be broadcast live via webcast, and the webcast and accompanying slide presentation can be accessed by visiting the Events section on StandardAero’s investor relations website at https://ir.standardaero.com/news-events/events. The conference call may also be accessed by dialing (877) 407-9762 or 201-689-8538 for telephone access to the live call. Please click here for international toll-free access numbers.
For those unable to listen to the live conference call, a replay will be available after the call through the archived webcast in the Events section of the StandardAero’s investor relations website or by dialing (877) 660-6853 or (201) 612-7415. The access code for the replay is 13756172. The replay will be available until 11:59 PM ET on November 24, 2025.
About StandardAero
StandardAero is a leading independent pure-play provider of aerospace engine aftermarket services for fixed and rotary wing aircraft, serving the commercial, military and business aviation end markets. StandardAero provides a comprehensive suite of critical, value-added aftermarket solutions, including engine maintenance, repair and overhaul, engine component repair, on-wing and field service support, asset management and engineering solutions. StandardAero is an NYSE listed company under the ticker symbol SARO. For more information about StandardAero, go to www.standardaero.com.
Investor Relations Contact
Investors@StandardAero.com
Rama Bondada
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). In some cases, you can identify forward-looking statements by the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or “would” and/or the negative of these terms, or other comparable terminology intended to identify statements about the future. They appear in a number of places throughout this press release and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations for the fiscal year ended December 31, 2025, financial condition, liquidity, prospects, growth, strategies, the industry in which we operate and other information that is not historical information. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this presentation, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions that are difficult to predict or quantify.
Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. Factors that could cause actual results to differ materially from those forward-looking statements included in this press release include, among others: risks related to conditions that affect the commercial and business aviation industries; decreases in budget, spending or outsourcing by our military end-users; risks from any supply chain disruptions or loss of key suppliers; increased costs of labor, equipment, raw materials, freight and utilities due to inflation; future outbreaks and infectious diseases; risks related to competition in the market in which we participate; loss of an OEM authorization or license; risks related to a significant portion of our revenue being derived from a small number of customers; our ability to remediate effectively the material weaknesses identified in our internal control over financial reporting; our ability to respond to changes in GAAP; our or our third-party partners’ failure to protect confidential information; data security incidents or disruptions to our IT systems and capabilities; our ability to comply with laws relating to the handling of information about individuals; changes to, and the impact of, United States tariff and import/export regulations; failure to maintain our regulatory approvals; risks
relating to our operations outside of North America; failure to comply with government procurement laws and regulations; any work stoppage, hiring, retention or succession issues with our senior management team and employees; any strains on our resources due to the requirements of being a public company; risks related to our indebtedness; our success at managing the risks of the foregoing, and the other factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 and our other filings with the SEC.
As a result of these factors, we cannot assure you that the forward-looking statements in this press release will prove to be accurate. You should understand that it is not possible to predict or identify all such factors. We operate in a competitive and rapidly changing environment. New factors emerge from time to time, and it is not possible to predict the impact of all of these factors on our business, financial condition or results of operations.
Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives, plans or cost savings in any specified time frame or at all. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. We caution you not to place undue reliance on these forward-looking statements. All forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. Forward-looking statements speak only as of the date of this press release. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Non-GAAP Financial Measures
This press release includes “non-GAAP financial measures,” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt to Adjusted EBITDA, and Free Cash Flow. We use these non-GAAP financial measures to evaluate our business operations.
Certain of the non-GAAP financial measures presented in this press release are supplemental measures of our performance, in the case of Adjusted EBITDA and Adjusted EBITDA Margin, that we believe help investors understand our financial condition and operating results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or are unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP financial measures provide investors greater transparency to the information used by management for its operational decision-making and allow investors to see our results “through the eyes of management.” We further believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance. We also present Net Debt to Adjusted EBITDA and Free Cash Flow, which are liquidity measures, that we believe are useful to investors because it is also used by our management for measuring our operating cash flow, liquidity and allocating resources. We believe it is important to measure the free cash flows we have generated from operations, after accounting for routine capital expenditures required to generate those cash flows. When read in conjunction with our GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as one basis for financial, operational and planning decisions. Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry.
We define Adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, further adjusted for certain non-cash items that we may record each period, as well as non-recurring items such as acquisition costs, integration and severance costs, refinance fees, business transformation costs and other discrete expenses, when applicable. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA and Adjusted EBITDA Margin are important metrics for management and investors as they remove the impact of items that we do not believe are indicative of our core operating results or the overall health of our company and allows for consistent comparison of our operating results over time and relative to our peers. We define Net
Debt to Adjusted EBITDA as long-term debt, less cash and cash equivalents divided by Adjusted EBITDA. We define free cash flow as cash from operating activities less capital expenditures.
Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. In order to compensate for these and the other limitations discussed below, management does not consider these measures in isolation from or as alternatives to the comparable financial measures determined in accordance with GAAP. Readers should review the reconciliations of our non-GAAP financial measures to the corresponding GAAP measures included in this press release and should not rely on any single financial measure to evaluate our business.
We have presented forward-looking statements regarding Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow. These non-GAAP financial measures are derived by excluding certain amounts, expenses or income, from the corresponding financial measure determined in accordance with GAAP. The determination of the amounts that are excluded from this non-GAAP financial measure is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period in reliance on the exception provided by item 10(e)(1)(i)(B) of Regulation S-K. We are unable to present a quantitative reconciliation of each forward-looking Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow to its most directly comparable forward looking GAAP financial measure because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP measure without unreasonable effort or expense. In addition, we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the company's future financial results. These non-GAAP financial measures are preliminary estimates and subject to risks and uncertainties, including, among others, changes in connection with quarter-end and year-end adjustments. Any variation between the company's actual results and preliminary financial data set forth above may be material.
STANDARDAERO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands, except share figures)
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash | 97,503 | $ | 102,581 | ||
| Accounts receivable (less allowance for expected credit losses of 14,157 and 15,455, respectively) | 703,248 | 580,668 | |||
| Contract assets, net | 1,125,500 | 915,200 | |||
| Inventories | 956,731 | 847,018 | |||
| Prepaid expenses and other current assets | 50,292 | 29,707 | |||
| Income tax receivable | 28,004 | 9,960 | |||
| Total current assets | 2,961,278 | 2,485,134 | |||
| Property, plant and equipment, net | 579,738 | 568,607 | |||
| Operating lease right of use asset, net | 221,057 | 172,206 | |||
| Customer relationships, net | 941,673 | 1,004,701 | |||
| Other intangible assets, net | 256,482 | 291,487 | |||
| Goodwill | 1,684,255 | 1,685,970 | |||
| Other assets | 3,695 | 4,417 | |||
| Deferred income tax assets | 1,079 | 1,079 | |||
| Total assets | 6,649,257 | $ | 6,213,601 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 711,693 | $ | 645,701 | ||
| Accrued expenses and other current liabilities | 92,831 | 99,572 | |||
| Accrued employee costs | 80,527 | 79,134 | |||
| Operating lease liabilities, current | 20,563 | 17,663 | |||
| Due to related parties | 870 | 1,345 | |||
| Contract liabilities | 428,658 | 400,025 | |||
| Income taxes payable, current | — | 6,655 | |||
| Long-term debt, current portion | 23,482 | 23,449 | |||
| Total current liabilities | 1,358,624 | 1,273,544 | |||
| Long-term debt | 2,305,360 | 2,207,977 | |||
| Operating lease liabilities, non-current | 211,425 | 164,224 | |||
| Deferred income tax liabilities | 170,286 | 169,824 | |||
| Other non-current liabilities | 18,614 | 24,628 | |||
| Total liabilities | 4,064,309 | 3,840,197 | |||
| Commitments and contingencies (Note 11) | |||||
| Stockholders' equity | |||||
| Common stock (0.01 par value, 3,500,000,000 shares authorized; 334,470,264 and 334,461,630 shares issued and outstanding as of September 30, 2025 and December 31, 2024) | 3,345 | 3,345 | |||
| Preferred stock (0.01 par value, 100,000,000 shares authorized; no shares were issued) | — | — | |||
| Additional paid-in capital | 3,954,819 | 3,944,802 | |||
| Accumulated deficit | (1,364,545 | ) | (1,563,321 | ) | |
| Accumulated other comprehensive loss | (8,671 | ) | (11,422 | ) | |
| Total stockholders' equity | 2,584,948 | 2,373,404 | |||
| Total liabilities and stockholders' equity | 6,649,257 | $ | 6,213,601 |
All values are in US Dollars.
STANDARDAERO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(In thousands, except per share figures)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue | $ | 1,497,962 | $ | 1,244,627 | $ | 4,462,493 | $ | 3,827,548 |
| Cost of revenue | 1,274,803 | 1,058,396 | 3,785,429 | 3,275,300 | ||||
| Selling, general and administrative expense | 60,944 | 62,895 | 201,421 | 171,744 | ||||
| Amortization of intangible assets | 24,873 | 23,965 | 73,808 | 70,550 | ||||
| Acquisition costs | — | 1,323 | — | 1,323 | ||||
| Operating income | 137,342 | 98,048 | 401,835 | 308,631 | ||||
| Interest expense | 44,566 | 79,898 | 132,192 | 235,496 | ||||
| Refinancing costs | — | 1,503 | — | 6,441 | ||||
| Loss on debt extinguishment | — | — | — | 3,577 | ||||
| Income before income taxes | 92,776 | 16,647 | 269,643 | 63,117 | ||||
| Income tax expense | 24,656 | 211 | 70,867 | 38,090 | ||||
| Net income | $ | 68,120 | $ | 16,436 | $ | 198,776 | $ | 25,027 |
| Earnings per share: | ||||||||
| Basic | $ | 0.21 | $ | 0.06 | $ | 0.61 | $ | 0.09 |
| Diluted | $ | 0.20 | $ | 0.06 | $ | 0.59 | $ | 0.09 |
| Weighted-average common shares outstanding | ||||||||
| Basic | 328,453 | 275,175 | 328,446 | 275,175 | ||||
| Diluted | 334,407 | 275,175 | 334,287 | 275,175 |
STANDARDAERO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating activities | ||||||
| Net income | $ | 198,776 | $ | 25,027 | ||
| Adjustments to reconcile net loss from operations to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 145,329 | 140,021 | ||||
| Amortization of deferred finance charges and discounts | 4,912 | 9,989 | ||||
| Amortization of loss on derivative instruments | — | (304 | ) | |||
| Amortization of interest cap premiums | 8,287 | 7,078 | ||||
| Payment of interest rate cap premiums | (8,332 | ) | (7,044 | ) | ||
| Stock compensation expense | 10,017 | — | ||||
| Loss on debt extinguishment | — | 3,577 | ||||
| Loss (gain) from disposals, net | 2,766 | (17 | ) | |||
| Non-cash lease expense | 1,268 | 1,376 | ||||
| Deferred income taxes | (767 | ) | (9,248 | ) | ||
| Foreign exchange gain, net | (629 | ) | (207 | ) | ||
| Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||
| Accounts receivable, net | (122,580 | ) | (98,898 | ) | ||
| Contract assets, net | (210,300 | ) | 1,749 | |||
| Inventories, net | (109,713 | ) | (69,437 | ) | ||
| Prepaid expenses and other current assets | (21,150 | ) | (10,041 | ) | ||
| Accounts payable, accrued expenses and other current liabilities | 92,353 | 54,271 | ||||
| Contract liabilities | 28,633 | (34,538 | ) | |||
| Due to/from related parties | (475 | ) | 138 | |||
| Income taxes payable and receivable | (24,699 | ) | (45,511 | ) | ||
| Net cash used in operating activities | (6,304 | ) | (32,019 | ) | ||
| Investing activities | ||||||
| Acquisitions, net of cash and other | 1,285 | (114,074 | ) | |||
| Purchase of property, plant and equipment | (66,733 | ) | (70,422 | ) | ||
| Payments for purchase of intangible assets | (30,000 | ) | (214 | ) | ||
| Proceeds from disposal of property, plant and equipment | 4,341 | 571 | ||||
| Net cash used in investing activities | (91,107 | ) | (184,139 | ) | ||
| Financing activities | ||||||
| Proceeds from long-term debt | 545,000 | 765,000 | ||||
| Repayment of long-term debt | (452,573 | ) | (555,032 | ) | ||
| Payment of deferred financing charges | — | (391 | ) | |||
| Repayments of long-term agreements | (1,503 | ) | (466 | ) | ||
| Net cash provided by financing activities | 90,924 | 209,111 | ||||
| Effect of exchange rate changes on cash | 1,409 | 330 | ||||
| Net decrease in cash | (5,078 | ) | (6,717 | ) | ||
| Cash at beginning of the period | 102,581 | 57,982 | ||||
| Cash at end of the period | $ | 97,503 | $ | 51,265 | ||
| Supplemental cash flow information: | ||||||
| Supplemental disclosure of non-cash investing activities: | ||||||
| Contingent consideration for acquisition of ATI | $ | — | $ | 15,150 | ||
| Acquisition of property, plant and equipment, liability incurred but not paid | (1,185 | ) | — |
Selected financial information for each segment is as follows:
| Three months ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Engine <br>Services | Component <br>Repair Services | Total <br>Segments | |||||
| (in thousands) | |||||||
| Revenue from external customers | $ | 1,342,716 | $ | 155,246 | $ | 1,497,962 | |
| Intersegment revenue | (20,531 | ) | 20,531 | — | |||
| Total segment revenue | 1,322,185 | 175,777 | 1,497,962 | ||||
| Other segment items (1) | 1,156,809 | 121,802 | 1,278,611 | ||||
| Segment Adjusted EBITDA | $ | 165,376 | $ | 53,975 | $ | 219,351 | |
| Corporate (2) | 23,791 | ||||||
| Depreciation and amortization | 48,106 | ||||||
| Interest expense | 44,566 | ||||||
| Business transformation costs (LEAP and CFM) (3) | 3,252 | ||||||
| Non-cash stock compensation expense | 4,142 | ||||||
| Integration costs and severance (4) | 1,891 | ||||||
| Other (5) | 827 | ||||||
| Income before income taxes | $ | 92,776 |
- Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.
- Corporate primarily consists of costs related to executive and staff functions, including Information Technology, Human Resources, Legal, Finance, Marketing, Corporate Supply Chain and Corporate Engineering Services finance, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies, and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. The Corporate function also includes expenses associated with the Company's debt.
- Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio, Texas and the expansion of our CFM56 capabilities into Dallas, Texas.
- Represents integration costs incurred, including any facility or platform consolidation associated with the integration of an acquisition that does not meet capitalization criteria and severance related to reduction in workforce or acquisitions. Examples of integration costs may include lease breakage or run-off fees, consulting costs, demolition costs or training costs.
- Represents professional fees related to business transformation, secondary offering costs and quarterly management fees payable to Carlyle Investment Management L.L.C. and Beamer Investment Inc. under consulting services agreements, representation and warranty insurance costs associated with acquisitions, that are the result of other, non-comparable events to measure operating performance as these events arise outside of the Company's ordinary course of continuing operations.
| Nine months ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Engine<br>Services | Component <br>Repair Services | Total <br>Segments | |||||
| (in thousands) | |||||||
| Revenue from external customers | $ | 4,002,693 | $ | 459,800 | $ | 4,462,493 | |
| Intersegment revenue | (61,518 | ) | 61,518 | — | |||
| Total segment revenue | 3,941,175 | 521,318 | 4,462,493 | ||||
| Other segment items (1) | 3,423,281 | 368,342 | 3,791,623 | ||||
| Segment Adjusted EBITDA | $ | 517,894 | $ | 152,976 | $ | 670,870 | |
| Corporate (2) | 72,446 | ||||||
| Depreciation and amortization | 145,329 | ||||||
| Interest expense | 132,192 | ||||||
| Business transformation costs (LEAP and CFM) (3) | 21,433 | ||||||
| Non-cash stock compensation expense | 10,017 | ||||||
| Integration costs and severance (4) | 4,631 | ||||||
| Other (5) | 15,179 | ||||||
| Income before income taxes | $ | 269,643 |
Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.
Corporate primarily consists of costs related to executive and staff functions, including Information Technology, Human Resources, Legal, Finance, Marketing, Corporate Supply Chain and Corporate Engineering Services finance, which benefit the enterprise as a whole. These costs are primarily related to the general
management of these functions on a corporate level and the design and development of programs, policies, and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. The Corporate function also includes expenses associated with the Company’s debt.
Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio, Texas and the expansion of the Company’s CFM56 capabilities into Dallas, Texas.
Represents integration costs incurred, including any facility or platform consolidation associated with the integration of an acquisition that does not meet capitalization criteria and severance related to reduction in workforce or acquisitions. Examples of integration costs may include lease breakage or run-off fees, consulting costs, demolition costs or training costs.
Represents professional fees related to business transformation, secondary offering costs, loss on disposals and quarterly management fees payable to Carlyle Investment Management L.L.C. and Beamer Investment Inc. under consulting services agreements, representation and warranty insurance costs associated with acquisitions, that are the result of other, non-comparable events to measure operating performance as these events arise outside of the Company’s ordinary course of continuing operations.
| Three months ended September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Engine <br>Services | Component<br>Repair Services | Total<br>Segments | |||||
| (in thousands) | |||||||
| Revenue from external customers | $ | 1,109,804 | $ | 134,823 | $ | 1,244,627 | |
| Intersegment revenue | (19,495 | ) | 19,495 | — | |||
| Total segment revenue | 1,090,309 | 154,318 | 1,244,627 | ||||
| Other segment items (1) | 942,895 | 113,559 | 1,056,454 | ||||
| Segment Adjusted EBITDA | $ | 147,414 | $ | 40,759 | $ | 188,173 | |
| Corporate (2) | 19,756 | ||||||
| Depreciation and amortization | 47,145 | ||||||
| Interest expense | 79,898 | ||||||
| Business transformation costs (LEAP and CFM) (3) | 10,535 | ||||||
| Refinancing costs | 1,503 | ||||||
| Acquisition costs | 1,323 | ||||||
| Integration costs and severance (4) | 308 | ||||||
| Other (5) | 11,058 | ||||||
| Income before income taxes | $ | 16,647 |
- Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.
- Corporate primarily consists of costs related to executive and staff functions, including Information Technology, Human Resources, Legal, Finance, Marketing, Corporate Supply Chain and Corporate Engineering Services finance, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies, and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. The Corporate function also includes expenses associated with the Company’s debt.
- Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio, Texas and the expansion of the Company’s CFM56 capabilities into Dallas, Texas.
- Represents integration costs incurred, including any facility or platform consolidation associated with the integration of an acquisition that does not meet capitalization criteria and severance related to reduction in workforce or acquisitions. Examples of integration costs may include lease breakage or run-off fees, consulting costs, demolition costs or training costs.
- Represents quarterly management fees payable to Carlyle Investment Management L.L.C. and Beamer Investment Inc. under consulting services agreements, representation and warranty insurance costs associated with acquisitions, that are the result of other, non-comparable events to measure operating performance as these events arise outside of the Company’s ordinary course of continuing operations.
| Nine months ended September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Engine<br>Services | Component<br>Repair Services | Total<br>Segments | |||||
| (in thousands) | |||||||
| Revenue from external customers | $ | 3,448,181 | $ | 379,367 | $ | 3,827,548 | |
| Intersegment revenue | (49,019 | ) | 49,019 | — | |||
| Total segment revenue | 3,399,162 | 428,386 | 3,827,548 | ||||
| Other segment items (1) | 2,948,067 | 317,317 | 3,265,384 | ||||
| Segment Adjusted EBITDA | $ | 451,095 | $ | 111,069 | $ | 562,164 | |
| Corporate (2) | 57,797 | ||||||
| Depreciation and amortization | 140,021 | ||||||
| Interest expense | 235,496 | ||||||
| Business transformation costs (LEAP and CFM) (3) | 33,626 | ||||||
| Refinancing costs | 6,441 | ||||||
| Loss on debt extinguishment | 3,577 | ||||||
| Acquisition costs | 1,323 | ||||||
| Integration costs and severance (4) | 925 | ||||||
| Other (5) | 19,841 | ||||||
| Income before income taxes | $ | 63,117 |
- Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.
- Corporate primarily consists of costs related to executive and staff functions, including Information Technology, Human Resources, Legal, Finance, Marketing, Corporate Supply Chain and Corporate Engineering Services finance, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies, and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. The Corporate function also includes expenses associated with the Company's debt.
- Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio, Texas and the expansion of the Company’s CFM56 capabilities into Dallas, Texas.
- Represents integration costs incurred, including any facility or platform consolidation associated with the integration of an acquisition that does not meet capitalization criteria and severance related to reduction in workforce or acquisitions. Examples of integration costs may include lease breakage or run-off fees, consulting costs, demolition costs or training costs.
- Represents quarterly management fees payable to Carlyle Investment Management L.L.C. and Beamer Investment Inc. under consulting services agreements, representation and warranty insurance costs associated with acquisitions, that are the result of other, non-comparable events to measure operating performance as these events arise outside of the Company’s ordinary course of continuing operations.
The following table presents a reconciliation of net income and net income margin to Adjusted EBITDA and Adjusted EBITDA Margin, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands, except percentages) | ||||||||||||
| Net income | $ | 68,120 | $ | 16,436 | $ | 198,776 | $ | 25,027 | ||||
| Income tax expense | 24,656 | 211 | 70,867 | 38,090 | ||||||||
| Depreciation and amortization | 48,106 | 47,145 | 145,329 | 140,021 | ||||||||
| Interest expense | 44,566 | 79,898 | 132,192 | 235,496 | ||||||||
| Business transformation costs (LEAP and<br>CFM) (1) | 3,252 | 10,535 | 21,433 | 33,626 | ||||||||
| Refinancing costs | — | 1,503 | — | 6,441 | ||||||||
| Loss on debt extinguishment | — | — | — | 3,577 | ||||||||
| Non-cash stock compensation expense | 4,142 | — | 10,017 | — | ||||||||
| Integration costs and severance (2) | 1,891 | 308 | 4,631 | 925 | ||||||||
| Acquisition costs (3) | — | 1,323 | — | 1,323 | ||||||||
| Insurance recovery | (3,000 | ) | — | (3,000 | ) | — | ||||||
| Loss on disposals | — | — | 2,764 | — | ||||||||
| Secondary offering costs | 570 | — | 4,430 | — | ||||||||
| Other (4) | 3,257 | 11,058 | 10,985 | 19,841 | ||||||||
| Adjusted EBITDA | $ | 195,560 | $ | 168,417 | $ | 598,424 | $ | 504,367 | ||||
| Revenue | $ | 1,497,962 | $ | 1,244,627 | $ | 4,462,493 | $ | 3,827,548 | ||||
| Net income margin | 4.5 | % | 1.3 | % | 4.5 | % | 0.7 | % | ||||
| Adjusted EBITDA Margin | 13.1 | % | 13.5 | % | 13.4 | % | 13.2 | % |
- Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio, Texas and the expansion of the Company’s CFM56 capabilities into Dallas, Texas.
- Represents integration costs incurred, including any facility or platform consolidation associated with the integration of an acquisition that does not meet capitalization criteria and severance related to reduction in workforce or acquisitions. Examples of integration costs may include lease breakage or run-off fees, consulting costs, demolition costs or training costs.
- Represents transaction costs incurred in connection with completed acquisitions, including legal and professional fees, debt arrangement fees and other third-party costs.
- Represents other costs not recurring in the ordinary course of business including professional fees related to business transformation and quarterly management fees payable to Carlyle Investment Management L.L.C. and Beamer Investment Inc. under consulting services agreements, representation and warranty insurance costs associated with acquisitions, and other non-comparable events to measure operating performance as these events arise outside of the Company’s ordinary course of continuing operations.
The following table presents a reconciliation of Debt to Net Debt and Net Debt to Adjusted EBITDA:
| September 30, | September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in millions, except percentages) | ||||
| New 2024 Term Loan Facilities | $ | 2,233.1 | $ | — |
| New 2024 Revolving Credit Facility | 110.0 | — | ||
| Prior 2024 Term Loan Facilities | — | 2,947.8 | ||
| Prior ABL Credit Facility | — | 25.0 | ||
| Prior Senior Notes | — | 475.5 | ||
| Finance leases | 18.6 | 19.8 | ||
| Other | 1.1 | 1.3 | ||
| Debt | 2,362.8 | 3,469.4 | ||
| Less Cash | 97.5 | 51.3 | ||
| Net Debt | $ | 2,265.3 | $ | 3,418.1 |
| LTM Adjusted EBITDA | $ | 784.6 | $ | 640.1 |
| Net Debt to Adjusted EBITDA | 2.9x | 5.3x |
The following table presents revenue by segment, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands, except percentages) | ||||||||||||
| Engine Services | ||||||||||||
| Segment Revenue | $ | 1,322,185 | $ | 1,090,309 | $ | 3,941,175 | $ | 3,399,162 | ||||
| Segment Adjusted EBITDA | $ | 165,376 | $ | 147,414 | $ | 517,894 | $ | 451,095 | ||||
| Segment Adjusted EBITDA Margin | 12.5 | % | 13.5 | % | 13.1 | % | 13.3 | % | ||||
| Component Repair Services | ||||||||||||
| Segment Revenue | $ | 175,777 | $ | 154,318 | $ | 521,318 | $ | 428,386 | ||||
| Segment Adjusted EBITDA | $ | 53,975 | $ | 40,759 | $ | 152,976 | $ | 111,069 | ||||
| Segment Adjusted EBITDA Margin | 30.7 | % | 26.4 | % | 29.3 | % | 25.9 | % |
The following table presents a reconciliation of Cash Flow from Operations to Free Cash Flow:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in millions) | ||||||||||||
| Cash Flow from Operations | $ | 14.8 | $ | (13.8 | ) | $ | (6.3 | ) | $ | (32.0 | ) | |
| Purchase of Property, Plant and Equipment | (19.4 | ) | (25.3 | ) | (66.7 | ) | (70.4 | ) | ||||
| Purchase of Intangible Assets | — | — | (30.0 | ) | (0.2 | ) | ||||||
| Proceeds from Disposal of Property, Plant and Equipment | 0.7 | 0.1 | 4.3 | 0.6 | ||||||||
| (-) Total Capital Expenditures | (18.7 | ) | (25.2 | ) | (92.4 | ) | (70.0 | ) | ||||
| Free Cash Flow | $ | (3.9 | ) | $ | (39.0 | ) | $ | (98.7 | ) | $ | (102.0 | ) |