StandardAero, Inc 8-K, filed Aug 6, 2026
StandardAero, Inc. (SARO)
About this 8-K
StandardAero, Inc filed this 8-K on August 6, 2026.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 August 6, 2026, StandardAero Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. 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. |
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Description |
99.1 |
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104 |
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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.
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STANDARDAERO, INC. |
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Date: |
August 6, 2026 |
By: |
/s/ Daniel Satterfield |
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Daniel Satterfield |
Exhibit 99.1
StandardAero Announces Second Quarter 2026 Results
Margin Expansion Leads To Double-digit Earnings Growth And Drives Guidance Increase
SCOTTSDALE, Arizona, August 6, 2026 (BUSINESS WIRE)-- StandardAero (NYSE: SARO) announced results today for the three months ended June 30, 2026 (“Second Quarter 2026”).
Second Quarter 2026 Highlights
“StandardAero delivered strong second quarter results with continued operational momentum,” said Russell Ford, StandardAero’s Chairman and Chief Executive Officer. “Amid the higher fuel price environment, we continue to see robust demand across the commercial aerospace platforms we serve, which translated into 12.3% Adjusted EBITDA growth year-over-year. Strong operational execution and the elimination of passthrough revenues from our restructured contracts allowed us to achieve record Adjusted EBITDA Margins of 14.4% and reach profitability on our LEAP and our CFM56 DFW programs during the quarter. Furthermore, we achieved an inflow of $50.2 million in Free Cash Flow during the quarter, as our supply chain initiatives begin to be realized.”
“We continue to execute on our strategic priorities,” Mr. Ford continued. “During the quarter, we signed an agreement with a key OEM partner that significantly expands our relationship and provides improved economics across multiple platforms, strengthening our long-term positioning. We also closed the acquisition of Unified Turbines, further building out our Component Repair Services capabilities, and continued to execute on our share repurchase program. Given our strong first-half performance and continued clear visible demand signals, we are raising our full-year 2026 guidance for revenue, Adjusted EBITDA, and Adjusted Diluted EPS, and remain confident in our ability to deliver another year of double-digit earnings growth.”
Second Quarter 2026 Consolidated Results
Revenue for the Second Quarter 2026 was $1,599.7 million, an increase of $70.8 million, or 4.6%, from $1,528.9 million for the prior year period. The increase was driven by continued strong demand in our commercial aerospace and business aviation businesses, partially offset by the previously announced elimination of low-to-no margin material pass-through revenue on restructured contracts and lower military sales at our Component Repairs Services segment. The Commercial Aerospace end market grew 5.7% compared to the prior year period, the Business Aviation end market grew 5.6% compared to the prior year period, and the Military and Helicopter end market decreased 2.6%, compared to the prior year period.
Net income for the Second Quarter 2026 was $97.3 million, as compared to net income of $67.7 million for the prior year period, a 43.7% year-over-year growth rate. Net Income Margin was 6.1% in the quarter, compared to 4.4% in the prior year period.
Adjusted EBITDA for the Second Quarter 2026 was $229.9 million, an increase of $25.2 million, or 12.3%, from $ 204.6 million for the prior year period. The increase reflects continued growth in volume and pricing, as well as productivity improvements. Adjusted EBITDA Margin of 14.4% increased 100 basis points compared to 13.4% in the prior year period, primarily due to productivity improvements and the previously mentioned elimination of material pass-through revenue.
Second Quarter 2026 Segment Results
Engine Services Segment
Engine Services segment revenue for the Second Quarter 2026 was $1,405.1 million, an increase of $54.4 million, or 4.0%, from $1,350.7 million for the prior year period. The increase was driven primarily by continued year-over-year growth across all three major
end markets, offset by the elimination of low-to-no margin material pass-through revenues on restructured contracts.
Engine Services Segment Adjusted EBITDA for the Second Quarter 2026 was $204.2 million, an increase of $25.7 million, or 14.4%, from $178.5 million for the prior year period. The increase was driven by volume, productivity gains, and mix. Segment Adjusted EBITDA Margin of 14.5% increased 130 basis points compared to 13.2% in the prior year period driven by productivity gains, the elimination of material pass-through revenue, and mix, offset partially by the continued ramp in the LEAP and CFM56 DFW programs.
Component Repair Services Segment
Component Repair Services segment revenue for the Second Quarter 2026 was $194.6 million, an increase of $16.3 million, or 9.2%, from $178.3 million for the prior year period. The increase was driven by strong demand on commercial aerospace products and aeroderivative platforms, which were partially offset by lower revenues on certain military platforms due to input delays.
Component Repair Services Segment Adjusted EBITDA for the Second Quarter 2026 was $51.2 million, a decrease of $0.4 million, or 0.9%, from $51.6 million for the prior year period. Segment Adjusted EBITDA Margins decreased 270 basis points to 26.3% from 29.0% in the prior year period, driven primarily by negative mix.
Full Year 2026 Guidance
StandardAero is updating its full year 2026 guidance:
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Full Year 2026 |
($ in millions) |
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Revenue1 (increase) |
$6,375 to $6,500 |
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Engine Services1 (increase) |
$5,600 to $5,700 |
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Component Repair Services |
$775 to $800 |
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Adjusted EBITDA (increase) |
$885 to $910 |
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Engine Services Segment (increase) |
$770 to $785 |
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Component Repair Services Segment |
$220 to $230 |
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Adjusted Free Cash Flow2 (revised) |
$270 to $300 |
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Adjusted Diluted Earnings Per Share3 (revised) |
$1.50 to $1.57 |
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End Market Revenue Growth Assumptions |
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Commercial Aerospace4 |
Low-Double Digit to Mid-Teens YoY Growth |
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Military & Helicopter |
Low-Double Digit YoY Growth |
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Business Aviation |
High-Single Digit to Low-Double Digit YoY Growth |
StandardAero has not reconciled its full year 2026 guidance related to Adjusted EBITDA, Adjusted Free Cash Flow or Adjusted Diluted EPS 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.
Conference Call and Webcast
1 Includes effect from the elimination of $300 to $400 million in material pass-through revenue.
2 Defined as Free Cash Flow excluding the purchase of intangible assets. Although StandardAero has previously provided guidance for Free Cash Flow, the Company has determined to provide guidance for Adjusted Free Cash Flow going forward because management believes that excluding the purchase of all intangible assets will provide investors with a more useful baseline for evaluating the Company’s core operating performance, as these cash payments—whether arising from acquisition accounting or license-related intangible investments—do not reflect StandardAero’s ongoing operations.
3 Effective Q2 2026, the Company updated its definition of Adjusted Diluted EPS to broaden the existing exclusion of amortization of acquired intangible assets to also exclude the non-cash amortization of all intangible assets, including intangible assets associated with licenses. Management believes that excluding this item provides investors with a more useful baseline for evaluating core operating performance, as these non-cash charges—whether arising from acquisition accounting or license-related intangible investments—do not reflect the Company’s ongoing operations and facilitate more consistent comparison of results across periods regardless of how the Company has chosen to deploy capital.
4 Excludes effect from the elimination of $300 to $400 million in material pass-through revenue.
Information
StandardAero management will host a conference call today, August 6, 2026, 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 13761161. The replay will be available until 11:59 PM ET on August 20, 2026.
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, 2026, 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 substantial indebtedness; risks related to the ownership of our common stock, including the fact that Carlyle owns a significant amount of our voting power; 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, 2025 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, Adjusted Diluted EPS, Free Cash Flow and Adjusted 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, Free Cash Flow, and Adjusted 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 define Adjusted Net Income as GAAP Net income, adjusted for certain one-time items that we may record in a 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, adjusted for the tax effect. We define Adjusted Diluted EPS as Adjusted Net Income divided by the Total Diluted Shares Outstanding. We believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Diluted EPS 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. We defined Adjusted Free Cash Flow as Free Cash Flow excluding the purchase of intangible assets.
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 Free Cash Flow and Adjusted Diluted EPS. 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 each 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 Free Cash Flow and Adjusted Diluted EPS measure 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 our actual results and the forward-looking non-GAAP financial data set forth above may be material.
STANDARDAERO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share figures)
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June 30, |
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December 31, |
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2026 |
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2025 |
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ASSETS |
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Current assets: |
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Cash |
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$ |
179,063 |
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$ |
289,717 |
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Accounts receivable (less allowance for expected credit losses of $9,911 and $13,484, respectively) |
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815,633 |
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654,390 |
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Contract assets, net |
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1,202,456 |
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1,071,703 |
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Inventories |
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772,104 |
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827,691 |
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Prepaid expenses and other current assets |
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34,833 |
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42,776 |
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Income tax receivable |
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25,173 |
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10,182 |
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Total current assets |
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3,029,262 |
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2,896,459 |
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Property, plant and equipment, net |
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589,485 |
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579,971 |
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Operating lease right of use asset, net |
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224,421 |
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222,151 |
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Customer relationships, net |
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884,236 |
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920,432 |
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Other intangible assets, net |
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403,141 |
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244,877 |
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Goodwill |
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1,710,805 |
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1,684,255 |
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Other assets |
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5,932 |
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6,434 |
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Deferred income tax assets |
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2,832 |
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2,832 |
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Total assets |
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$ |
6,850,114 |
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$ |
6,557,411 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
711,647 |
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$ |
679,772 |
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Accrued expenses and other current liabilities |
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263,191 |
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91,499 |
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Accrued employee costs |
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81,488 |
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74,008 |
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Operating lease liabilities, current |
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25,834 |
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22,308 |
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Due to related parties |
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— |
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438 |
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Contract liabilities |
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312,270 |
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411,321 |
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Income taxes payable, current |
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1,317 |
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13,547 |
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Long-term debt, current portion |
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23,322 |
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23,444 |
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Total current liabilities |
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1,419,069 |
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1,316,337 |
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Long-term debt |
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2,301,848 |
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2,191,161 |
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Operating lease liabilities, non-current |
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212,041 |
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212,365 |
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Deferred income tax liabilities |
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152,437 |
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157,206 |
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Income taxes payable, non-current |
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6,533 |
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5,770 |
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Other non-current liabilities |
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4,693 |
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7,261 |
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Total liabilities |
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4,096,621 |
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3,890,100 |
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Commitments and contingencies (Note 11) |
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Stockholders’ equity |
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Common stock ($0.01 par value, 3,500,000,000 shares authorized; 334,653,783 issued and 330,910,687 outstanding as of June 30, 2026 and 334,461,630 issued and 334,294,245 outstanding as of December 31, 2025) |
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3,309 |
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3,345 |
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Preferred stock ($0.01 par value, 100,000,000 shares authorized; no shares were issued) |
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— |
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— |
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Additional paid-in capital |
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3,967,764 |
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3,958,039 |
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Accumulated deficit |
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(1,108,696 |
) |
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(1,285,904 |
) |
Accumulated other comprehensive loss |
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(7,884 |
) |
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(8,169 |
) |
Treasury stock (at cost, 3,743,096 and 176,019 shares as of June 30, 2026 and December 31, 2025) |
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(101,000 |
) |
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— |
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Total stockholders’ equity |
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2,753,493 |
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2,667,311 |
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Total liabilities and stockholders’ equity |
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$ |
6,850,114 |
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$ |
6,557,411 |
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STANDARDAERO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share figures)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
1,599,693 |
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$ |
1,528,943 |
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$ |
3,226,550 |
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$ |
2,964,531 |
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Cost of revenue |
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1,330,915 |
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1,292,768 |
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2,718,400 |
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2,510,626 |
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Selling, general and administrative expense |
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75,597 |
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76,002 |
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147,539 |
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140,477 |
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Amortization of intangible assets |
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24,698 |
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24,603 |
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49,030 |
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48,935 |
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Operating income |
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168,483 |
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|
135,570 |
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311,581 |
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264,493 |
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Interest expense |
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41,279 |
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43,835 |
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79,430 |
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87,626 |
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Income before income taxes |
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127,204 |
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91,735 |
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232,151 |
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176,867 |
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Income tax expense |
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29,926 |
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|
24,022 |
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|
54,943 |
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|
46,211 |
|
Net income |
|
$ |
97,278 |
|
|
$ |
67,713 |
|
|
$ |
177,208 |
|
|
$ |
130,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.30 |
|
|
$ |
0.21 |
|
|
$ |
0.54 |
|
|
$ |
0.40 |
|
Diluted |
|
$ |
0.29 |
|
|
$ |
0.20 |
|
|
$ |
0.53 |
|
|
$ |
0.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares of common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
326,261 |
|
|
|
328,445 |
|
|
|
326,756 |
|
|
|
328,442 |
|
Diluted |
|
|
332,310 |
|
|
|
334,300 |
|
|
|
332,858 |
|
|
|
334,227 |
|
STANDARDAERO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
|
Six Months Ended June 30, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Operating activities |
|
|
|
|
|
||
Net income |
$ |
177,208 |
|
|
$ |
130,656 |
|
Adjustments to reconcile net income from operations to net cash used in operating activities: |
|
|
|
|
|
||
Depreciation and amortization |
|
93,504 |
|
|
|
97,223 |
|
Amortization of deferred finance charges and discounts |
|
3,246 |
|
|
|
3,288 |
|
Amortization of interest cap premiums |
|
3,379 |
|
|
|
5,467 |
|
Payment of interest rate cap premiums |
|
(3,473 |
) |
|
|
(5,524 |
) |
Stock compensation expense |
|
9,725 |
|
|
|
5,875 |
|
Loss (gain) from disposals, net |
|
(622 |
) |
|
|
3,449 |
|
Non-cash lease expense |
|
902 |
|
|
|
866 |
|
Deferred income taxes |
|
(4,731 |
) |
|
|
(11,560 |
) |
Foreign exchange gain (loss), net |
|
679 |
|
|
|
431 |
|
Changes in operating assets and liabilities, net of effect of acquisitions: |
|
|
|
|
|
||
Accounts receivable, net |
|
(160,101 |
) |
|
|
(96,589 |
) |
Contract assets, net |
|
(130,753 |
) |
|
|
(155,634 |
) |
Inventories, net |
|
55,770 |
|
|
|
(4,579 |
) |
Prepaid expenses and other current assets |
|
6,237 |
|
|
|
(24,422 |
) |
Accounts payable, accrued expenses and other current liabilities |
|
27,750 |
|
|
|
25,885 |
|
Contract liabilities |
|
(99,051 |
) |
|
|
20,204 |
|
Due to/from related parties |
|
(438 |
) |
|
|
(649 |
) |
Income taxes payable and receivable |
|
(26,458 |
) |
|
|
(15,490 |
) |
Net cash used in operating activities |
|
(47,227 |
) |
|
|
(21,103 |
) |
Investing activities |
|
|
|
|
|
||
Acquisitions, net of cash and other |
|
(33,263 |
) |
|
|
1,254 |
|
Purchase of property, plant and equipment |
|
(36,641 |
) |
|
|
(47,262 |
) |
Payments for purchase of intangible assets |
|
(476 |
) |
|
|
(30,000 |
) |
Proceeds from disposal of property, plant and equipment |
|
828 |
|
|
|
3,637 |
|
Net cash used in investing activities |
|
(69,552 |
) |
|
|
(72,371 |
) |
Financing activities |
|
|
|
|
|
||
Proceeds from long-term debt |
|
235,000 |
|
|
|
345,000 |
|
Repayment of long-term debt |
|
(126,774 |
) |
|
|
(261,785 |
) |
Repurchase of common stock |
|
(100,085 |
) |
|
|
— |
|
Repayments of long-term agreements |
|
(911 |
) |
|
|
(1,501 |
) |
Net cash provided by financing activities |
|
7,230 |
|
|
|
81,714 |
|
Effect of exchange rate changes on cash |
|
(1,105 |
) |
|
|
692 |
|
Net decrease in cash |
|
(110,654 |
) |
|
|
(11,068 |
) |
Cash at beginning of the period |
|
289,717 |
|
|
|
102,581 |
|
Cash at end of the period |
$ |
179,063 |
|
|
$ |
91,513 |
|
Supplemental cash flow information: |
|
|
|
|
|
||
Supplemental disclosure of non-cash investing activities: |
|
|
|
|
|
||
Acquisition of property, plant and equipment, liability incurred, but not paid |
$ |
2,782 |
|
|
$ |
839 |
|
Acquisition of intangible assets, liability incurred, but not paid |
|
180,777 |
|
|
|
— |
|
Selected financial information for each segment is as follows:
|
|
Three months ended June 30, 2026 |
|
|||||||||
|
|
Engine |
|
|
Component |
|
|
Total |
|
|||
|
|
(in thousands) |
|
|||||||||
Revenue from external customers |
|
$ |
1,424,678 |
|
|
$ |
175,015 |
|
|
$ |
1,599,693 |
|
Intersegment revenue |
|
|
(19,594 |
) |
|
|
19,594 |
|
|
|
— |
|
Total segment revenue |
|
|
1,405,084 |
|
|
|
194,609 |
|
|
|
1,599,693 |
|
Other segment items (1) |
|
|
1,200,871 |
|
|
|
143,411 |
|
|
|
1,344,282 |
|
Segment Adjusted EBITDA |
|
$ |
204,213 |
|
|
$ |
51,198 |
|
|
$ |
255,411 |
|
Corporate (2) |
|
|
|
|
|
|
|
|
25,534 |
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
47,043 |
|
||
Interest expense |
|
|
|
|
|
|
|
|
41,279 |
|
||
Business transformation costs (LEAP and CFM) (3) |
|
|
|
|
|
|
|
|
3,698 |
|
||
Non-cash stock compensation expense |
|
|
|
|
|
|
|
|
6,267 |
|
||
Integration costs and severance (4) |
|
|
|
|
|
|
|
|
346 |
|
||
Other (5) |
|
|
|
|
|
|
|
|
4,040 |
|
||
Income before income taxes |
|
|
|
|
|
|
|
$ |
127,204 |
|
||
|
|
Six months ended June 30, 2026 |
|
|||||||||
|
|
Engine |
|
|
Component |
|
|
Total |
|
|||
|
|
(in thousands) |
|
|||||||||
Revenue from external customers |
|
$ |
2,891,257 |
|
|
$ |
335,293 |
|
|
$ |
3,226,550 |
|
Intersegment revenue |
|
|
(39,029 |
) |
|
|
39,029 |
|
|
|
— |
|
Total segment revenue |
|
|
2,852,228 |
|
|
|
374,322 |
|
|
|
3,226,550 |
|
Other segment items (1) |
|
|
2,469,382 |
|
|
|
270,723 |
|
|
|
2,740,105 |
|
Segment Adjusted EBITDA |
|
$ |
382,846 |
|
|
$ |
103,599 |
|
|
$ |
486,445 |
|
Corporate (2) |
|
|
|
|
|
|
|
|
53,412 |
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
93,504 |
|
||
Interest expense |
|
|
|
|
|
|
|
|
79,430 |
|
||
Business transformation costs (LEAP and CFM) (3) |
|
|
|
|
|
|
|
|
10,320 |
|
||
Non-cash stock compensation expense |
|
|
|
|
|
|
|
|
9,725 |
|
||
Integration costs and severance (4) |
|
|
|
|
|
|
|
|
687 |
|
||
Other (5) |
|
|
|
|
|
|
|
|
7,216 |
|
||
Income before income taxes |
|
|
|
|
|
|
|
$ |
232,151 |
|
||
|
|
Three months ended June 30, 2025 |
|
|||||||||
|
|
Engine |
|
|
Component |
|
|
Total |
|
|||
|
|
(in thousands) |
|
|||||||||
Revenue from external customers |
|
$ |
1,373,701 |
|
|
$ |
155,242 |
|
|
$ |
1,528,943 |
|
Intersegment revenue |
|
|
(23,024 |
) |
|
|
23,024 |
|
|
|
— |
|
Total segment revenue |
|
|
1,350,677 |
|
|
|
178,266 |
|
|
|
1,528,943 |
|
Other segment items (1) |
|
|
1,172,168 |
|
|
|
126,626 |
|
|
|
1,298,794 |
|
Segment Adjusted EBITDA |
|
$ |
178,509 |
|
|
$ |
51,640 |
|
|
$ |
230,149 |
|
Corporate (2) |
|
|
|
|
|
|
|
|
25,512 |
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
48,547 |
|
||
Interest expense |
|
|
|
|
|
|
|
|
43,835 |
|
||
Business transformation costs (LEAP and CFM) (3) |
|
|
|
|
|
|
|
|
5,264 |
|
||
Non-cash stock compensation expense |
|
|
|
|
|
|
|
|
3,830 |
|
||
Integration costs and severance (4) |
|
|
|
|
|
|
|
|
1,360 |
|
||
Other (5) |
|
|
|
|
|
|
|
|
10,066 |
|
||
Profit before tax |
|
|
|
|
|
|
|
$ |
91,735 |
|
||
|
|
Six months ended June 30, 2025 |
|
|||||||||
|
|
Engine |
|
|
Component |
|
|
Total |
|
|||
|
|
(in thousands) |
|
|||||||||
Revenue from external customers |
|
$ |
2,659,977 |
|
|
$ |
304,554 |
|
|
$ |
2,964,531 |
|
Intersegment revenue |
|
|
(40,987 |
) |
|
|
40,987 |
|
|
|
— |
|
Total segment revenue |
|
|
2,618,990 |
|
|
|
345,541 |
|
|
|
2,964,531 |
|
Other segment items (1) |
|
|
2,266,472 |
|
|
|
246,540 |
|
|
|
2,513,012 |
|
Segment Adjusted EBITDA |
|
$ |
352,518 |
|
|
$ |
99,001 |
|
|
$ |
451,519 |
|
Corporate (2) |
|
|
|
|
|
|
|
|
48,655 |
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
97,223 |
|
||
Interest expense |
|
|
|
|
|
|
|
|
87,626 |
|
||
Business transformation costs (LEAP and CFM) (3) |
|
|
|
|
|
|
|
|
18,181 |
|
||
Non-cash stock compensation expense |
|
|
|
|
|
|
|
|
5,875 |
|
||
Integration costs and severance (4) |
|
|
|
|
|
|
|
|
2,740 |
|
||
Other (5) |
|
|
|
|
|
|
|
|
14,352 |
|
||
Income before income taxes |
|
|
|
|
|
|
|
$ |
176,867 |
|
||
The following table presents a reconciliation of net income and net income margin to Adjusted EBITDA and Adjusted EBITDA Margin, respectively:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Net income |
|
$ |
97,278 |
|
|
$ |
67,713 |
|
|
$ |
177,208 |
|
|
$ |
130,656 |
|
Income tax expense |
|
|
29,926 |
|
|
|
24,022 |
|
|
|
54,943 |
|
|
|
46,211 |
|
Depreciation and amortization |
|
|
47,043 |
|
|
|
48,547 |
|
|
|
93,504 |
|
|
|
97,223 |
|
Interest expense |
|
|
41,279 |
|
|
|
43,835 |
|
|
|
79,430 |
|
|
|
87,626 |
|
Business transformation costs (LEAP and CFM) (1) |
|
|
3,698 |
|
|
|
5,264 |
|
|
|
10,320 |
|
|
|
18,181 |
|
Non-cash stock compensation expense |
|
|
6,267 |
|
|
|
3,830 |
|
|
|
9,725 |
|
|
|
5,875 |
|
Integration costs and severance (2) |
|
|
346 |
|
|
|
1,360 |
|
|
|
687 |
|
|
|
2,740 |
|
Secondary offering costs |
|
|
— |
|
|
|
3,860 |
|
|
|
1,350 |
|
|
|
3,860 |
|
Other (3) |
|
|
4,040 |
|
|
|
6,206 |
|
|
|
5,866 |
|
|
|
10,492 |
|
Adjusted EBITDA |
|
$ |
229,877 |
|
|
$ |
204,637 |
|
|
$ |
433,033 |
|
|
$ |
402,864 |
|
Revenue |
|
$ |
1,599,693 |
|
|
$ |
1,528,943 |
|
|
$ |
3,226,550 |
|
|
$ |
2,964,531 |
|
Net income margin |
|
|
6.1 |
% |
|
|
4.4 |
% |
|
|
5.5 |
% |
|
|
4.4 |
% |
Adjusted EBITDA Margin |
|
|
14.4 |
% |
|
|
13.4 |
% |
|
|
13.4 |
% |
|
|
13.6 |
% |
The following table presents a reconciliation of Debt to Net Debt and Net Debt to Adjusted EBITDA:
|
|
June 30, |
|
|
June 30, |
|
|
||
|
|
2026 |
|
|
2025 |
|
|
||
|
|
(in millions, except percentages) |
|
|
|||||
2024 Term Loan Facilities |
|
$ |
2,216.3 |
|
|
$ |
2,238.8 |
|
|
2024 Revolving Credit Facility |
|
|
120.0 |
|
|
|
95.0 |
|
|
Finance leases |
|
|
17.8 |
|
|
|
19.1 |
|
|
Other |
|
|
1.0 |
|
|
|
1.1 |
|
|
Debt |
|
|
2,355.1 |
|
|
|
2,354.0 |
|
|
Less Cash |
|
|
179.1 |
|
|
|
91.5 |
|
|
Net Debt |
|
$ |
2,176.0 |
|
|
$ |
2,262.5 |
|
|
|
|
|
|
|
|
|
|
||
LTM Adjusted EBITDA |
|
$ |
838.4 |
|
|
$ |
757.4 |
|
|
Net Debt to Adjusted EBITDA |
|
2.6x |
|
|
3.0x |
|
|
||
The following table presents revenue by segment, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Engine Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Revenue |
|
$ |
1,405,084 |
|
|
$ |
1,350,677 |
|
|
$ |
2,852,228 |
|
|
$ |
2,618,990 |
|
Segment Adjusted EBITDA |
|
$ |
204,213 |
|
|
$ |
178,509 |
|
|
$ |
382,846 |
|
|
$ |
352,518 |
|
Segment Adjusted EBITDA Margin |
|
|
14.5 |
% |
|
|
13.2 |
% |
|
|
13.4 |
% |
|
|
13.5 |
% |
Component Repair Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Revenue |
|
$ |
194,609 |
|
|
$ |
178,266 |
|
|
$ |
374,322 |
|
|
$ |
345,541 |
|
Segment Adjusted EBITDA |
|
$ |
51,198 |
|
|
$ |
51,640 |
|
|
$ |
103,599 |
|
|
$ |
99,001 |
|
Segment Adjusted EBITDA Margin |
|
|
26.3 |
% |
|
|
29.0 |
% |
|
|
27.7 |
% |
|
|
28.7 |
% |
The following table presents a reconciliation of Cash Flow from Operations to Free Cash Flow:
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
(in thousands) |
|
|||||||||||||
Net cash used in operating activities |
$ |
72,328 |
|
|
$ |
2,883 |
|
|
$ |
(47,227 |
) |
|
$ |
(21,103 |
) |
Purchase of property, plant and equipment |
|
(21,051 |
) |
|
|
(21,924 |
) |
|
|
(36,641 |
) |
|
|
(47,262 |
) |
Payments for purchase of intangible assets |
|
(476 |
) |
|
|
(15,000 |
) |
|
|
(476 |
) |
|
|
(30,000 |
) |
Proceeds from disposal of property, plant and equipment |
|
(578 |
) |
|
|
3,369 |
|
|
|
828 |
|
|
|
3,637 |
|
|
|
(22,105 |
) |
|
|
(33,555 |
) |
|
|
(36,289 |
) |
|
|
(73,625 |
) |
Free cash flow |
$ |
50,223 |
|
|
$ |
(30,672 |
) |
|
$ |
(83,516 |
) |
|
$ |
(94,728 |
) |
The following tables present a reconciliation of Net income/Diluted EPS to Adjusted Net Income/Adjusted Diluted EPS:
|
|
Three months Ended June 30, 2026 |
|
|
Six months ended June 30, 2026 |
|
||||||||||
|
|
$ |
|
|
EPS |
|
|
$ |
|
|
EPS |
|
||||
|
|
(in millions, except per share data ) |
|
|||||||||||||
Net income/Diluted EPS |
|
$ |
97.3 |
|
|
$ |
0.29 |
|
|
$ |
177.2 |
|
|
$ |
0.53 |
|
Business transformation costs (LEAP and CFM) |
|
|
3.7 |
|
|
|
0.01 |
|
|
|
10.3 |
|
|
|
0.03 |
|
Stock compensation |
|
|
6.2 |
|
|
|
0.02 |
|
|
|
9.7 |
|
|
|
0.03 |
|
Integration costs and severance |
|
|
0.4 |
|
|
|
0.00 |
|
|
|
0.7 |
|
|
|
0.00 |
|
Secondary offering costs |
|
|
— |
|
|
|
— |
|
|
|
1.3 |
|
|
|
0.00 |
|
Professional services fees and other |
|
|
4.1 |
|
|
|
0.01 |
|
|
|
5.9 |
|
|
|
0.02 |
|
One-offs included in adjusted EBITDA add-back |
|
|
14.4 |
|
|
|
0.04 |
|
|
|
27.9 |
|
|
|
0.08 |
|
Amortization of intangible assets (1) |
|
|
32.6 |
|
|
|
0.10 |
|
|
|
64.9 |
|
|
|
0.19 |
|
Tax adjustment |
|
|
(11.3 |
) |
|
|
(0.03 |
) |
|
|
(22.1 |
) |
|
|
(0.07 |
) |
Adjusted Net Income/Adjusted Diluted EPS (1) |
|
$ |
133.0 |
|
|
$ |
0.40 |
|
|
$ |
247.9 |
|
|
$ |
0.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
1) Effective Q2 2026, the Company updated its definition of Adjusted Diluted EPS to broaden the existing exclusion of amortization of acquired intangible assets to also exclude the non-cash amortization of all intangible assets, including intangible assets associated with licenses. Management believes that excluding this item provides investors with a more useful baseline for evaluating core operating performance, as these non-cash charges—whether arising from acquisition accounting or license-related intangible investments—do not reflect the Company’s ongoing operations and facilitate more consistent comparison of results across periods regardless of how the Company has chosen to deploy capital, and will provide further comparability to StandardAero’s peers.
|
|
Three months Ended June 30, 2025 |
|
|
Six months ended June 30, 2025 |
|
||||||||||
|
|
$ |
|
|
EPS |
|
|
$ |
|
|
EPS |
|
||||
|
|
(in millions, except per share data ) |
|
|||||||||||||
Net income/Diluted EPS |
|
$ |
67.8 |
|
|
$ |
0.20 |
|
|
$ |
130.7 |
|
|
$ |
0.39 |
|
Business transformation costs (LEAP and CFM) |
|
|
5.3 |
|
|
|
0.02 |
|
|
|
18.2 |
|
|
|
0.05 |
|
Stock compensation |
|
|
3.9 |
|
|
|
0.01 |
|
|
|
5.9 |
|
|
|
0.02 |
|
Integration costs and severance |
|
|
1.3 |
|
|
|
0.00 |
|
|
|
2.7 |
|
|
|
0.01 |
|
Secondary offering costs |
|
|
3.9 |
|
|
|
0.01 |
|
|
|
3.9 |
|
|
|
0.01 |
|
Professional services fees and other |
|
|
6.2 |
|
|
|
0.02 |
|
|
|
10.5 |
|
|
|
0.03 |
|
One-offs included in adjusted EBITDA add-back |
|
|
20.6 |
|
|
|
0.06 |
|
|
|
41.2 |
|
|
|
0.12 |
|
Amortization of intangible assets (1) |
|
|
32.7 |
|
|
|
0.10 |
|
|
|
65.0 |
|
|
|
0.19 |
|
Tax adjustment |
|
|
(13.0 |
) |
|
|
(0.04 |
) |
|
|
(25.9 |
) |
|
|
(0.08 |
) |
Adjusted Net Income/Adjusted Diluted EPS (1) |
|
$ |
108.1 |
|
|
$ |
0.32 |
|
|
$ |
211.0 |
|
|
$ |
0.63 |
|
1) Effective Q2 2026, the Company updated its definition of Adjusted Diluted EPS to broaden the existing exclusion of amortization of acquired intangible assets to also exclude the non-cash amortization of all intangible assets, including intangible assets associated with licenses. Management believes that excluding this item provides investors with a more useful baseline for evaluating core operating performance, as these non-cash charges—whether arising from acquisition accounting or license-related intangible investments—do not reflect the Company’s ongoing operations and facilitate more consistent comparison of results across periods regardless of how the Company has chosen to deploy capital, and will provide further comparability to StandardAero’s peers.