Loar Holdings Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
LOAR$75.30+3.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0000950170-25-107644
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001193125-25-276199
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 109 previous paragraphs and 109 current paragraphs.
63 unchanged; 37 reworded; 9 added; 8 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Selling, general and administrative expenses decreased by 1.0% as a percentage of net sales for the three months ended September 30, 2025 when compared to the same period in 2024. This was principally due to the leveraging of fixed costs, partially offset by higher research and development expense.
Current report
Income Tax Benefit (Provision)
Current report
Nine months ended September 30, 2025 compared with nine months ended September 30, 2024
Current report
Selling, general and administrative expenses increased by $25.4 million to $105.8 million, or 29.0% as a percentage of net sales, for the nine months ended September 30, 2025 from $80.4 million, or 27.5% as a percentage of net sales, for the nine months ended September 30, 2024. Selling, general and administrative expenses and the related percentage of net sales for the nine months ended September 30, 2025 and 2024 were as follows (amounts in thousands except for percentages):
Current report
Income Tax Benefit (Provision)
Current report
Net cash used in investing activities in the nine months ended September 30, 2025 and 2024 of $40.3 million and $389.3 million, respectively, was primarily due to the $32.8 million acquisition of Beadlight in July 2025 and the $383.5 million acquisition of AAI in August 2024, respectively.
Current report
Represents accounting adjustments to inventory associated with acquisitions of businesses that were charged to cost of sales when inventory was sold.
Current report
of buyer-side representations and warranties insurance covering the acquisition of DAC during the nine months ended September 30, 2024 and $1.7
Current report
million of proceeds from the settlement of buyer-side representations and warranties insurance covering the acquisition of DAC during the three months ended September 30, 2024 .
Removed paragraphs (8)
Previous report
In connection with a secondary offering of shares by existing shareholders during the three months ended June 30, 2025, the Company paid certain fees and expenses, totaling $0.9 million, which were included in transaction expenses in the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2025. The Company did not receive any proceeds from this offering.
Previous report
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, as of the date of enactment, and during the three months ended September 30, 2025, we will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to our financial statements as a result of the OBBBA. We are still evaluating the impact of the OBBBA and the results of these evaluations will be reflected in our Form 10-Q for the three and nine months ended September 30, 2025.
Previous report
On July 28, 2025, we completed the acquisition of Beadlight Ltd. (Beadlight) for approximately £25 million ($33 million). Beadlight designs, develops, and manufactures illumination solutions, air filtration systems and human-machine interface products from its facility in Witney, England. The purchase price was paid by the Company with cash on hand.
Previous report
Income Tax Provision
Previous report
Six months ended June 30, 2025 compared with six months ended June 30, 2024
Previous report
Selling, general and administrative expenses increased by $19.8 million to $70.0 million, or 29.4% as a percentage of net sales, for the six months ended June 30, 2025 from $50.2 million, or 26.6% as a percentage of net sales, for the six months ended June 30, 2024.
Previous report
Income Tax Provision
Previous report
Net cash used in investing activities in the six months ended June 30, 2025 and 2024 of $4.7 million and $3.8 million, respectively, was principally related to capital expenditures.
Reworded paragraphs (37)
Previous wording
On March 7, 2025, following completion of the works council consultation process required under French Law, we entered into a purchase agreement to acquire 100% of the shares of LMB for €365 million plus the assumption of net debt (estimated to be €44.3 million). Net debt is payable in cash at closing. LMB is a global specialty player in the design and production of customized high-performance fans and motors. The transaction is expected to close in the third quarter of 2025 shortly after receiving requisite regulatory approvals and is subject to customary closing conditions.
Current wording
On March 7, 2025, following completion of the works council consultation process required under French Law, we entered into a purchase agreement to acquire 100% of the shares of LMB for €365 million (the Base Purchase Price) plus the assumption of net debt. Net debt is payable in cash at closing. Following execution of the purchase agreement, the Company has entered into agreements to extend the long stop date to December 31, 2025 and to increase the Base Purchase Price to €370 million. LMB is a global specialty player in the design and production of customized high-performance fans and motors. The transaction is expected to close in the fourth quarter of 2025 shortly after receiving requisite regulatory approvals and is subject to customary closing conditions.
Previous wording
As we look to the remainder of 2025, we anticipate net sales growth to be driven by organic growth, in particular the conversion of high levels of backlog of our existing products, and the impact from strategic acquisitions. Backlog primarily consists of firm orders for products that have not yet shipped. Continued inflationary pressures and supply chain disruptions may lead to higher material and labor costs although these pressures and disruptions have not had a material effect on our year-to-date results of operations or capital resources, and we do not expect them to materially affect our outlook or business goals. So far in 2025, we have continued and plan to continue our commitment to develop new products and services, further market penetration, and pursue an aggressive acquisition strategy while seeking to maintain our financial strength and flexibility.
Current wording
As we look to 2026, we anticipate net sales growth to be driven by organic growth, in particular the conversion of high levels of backlog of our existing products, and the impact from strategic acquisitions. Backlog primarily consists of firm orders for products that have not yet shipped. Continued inflationary pressures and supply chain disruptions may lead to higher material and labor costs although these pressures and disruptions have not had a material effect on our year-to-date results of operations or capital resources, and we do not expect them to materially affect our outlook or business goals. So far in 2025, we have continued and plan to continue our commitment to develop new products and services, further market penetration, and pursue an aggressive acquisition strategy while seeking to maintain our financial strength and flexibility.
Previous wording
The following table sets forth, for the three and six months ended June 30, 2025 and 2024, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (in thousands unless otherwise indicated):
Current wording
The following table sets forth, for the three and nine months ended September 30, 2025 and 2024, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (in thousands unless otherwise indicated):
Previous wording
Net sales for the three months ended June 30, 2025 increased $26.1 million, or 26.9%, to $123.1 million as compared to $97.0 million for the three months ended June 30, 2024, as discussed below.
Current wording
Net sales for the three months ended September 30, 2025 increased $23.2 million, or 22.4%, to $126.8 million as compared to $103.5 million for the three months ended September 30, 2024, as discussed below.
Previous wording
Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior period. Net acquisition sales for the three months ended June 30, 2025 represent net sales from acquisitions that were completed in 2024 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 3, Acquisition of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.
Current wording
Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior year-period. Net acquisition sales for the three months ended September 30, 2025 represent net sales from acquisitions that were completed in 2024 and 2025 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 3, Acquisition of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.
Previous wording
Net organic sales for the three months ended June 30, 2025 increased $11.0 million or 11.3%, to $108.0 million as compared to $97.0 million for the three months ended June 30, 2024. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($4.8 million, an increase of 15.3%), aftermarket total commercial sales ($4.5 million, an increase of 12.4%), and defense sales ($2.2 million, an increase of 10.5%), partially offset by a decline in non-aerospace sales ($0.6 million, a decrease of 7.3%). The increase in OEM total commercial sales was driven by increases in demand to support aircraft production for general aviation, wide-body and narrow-body aircraft. The increase in aftermarket total commercial sales was primarily due to the continuing recovery in commercial air travel demand. The increase in defense sales was primarily driven by increased market share due to new product launches and an increased demand for defense products globally.
Current wording
Net organic sales for the three months ended September 30, 2025 increased $11.5 million or 11.1%, to $115.0 million as compared to $103.5 million for the three months ended September 30, 2024. The increase in net organic sales was primarily related to increases in aftermarket total commercial sales ($6.0 million, an increase of 15.4%), OEM total commercial sales ($3.0 million, an increase of 8.3%), and defense sales ($2.7 million, an increase of 12.2%), partially offset by a decline in non-aerospace sales ($0.2 million, a decrease of 2.4%). The increase in aftermarket total commercial sales was primarily due to increases in global commercial air travel demand. The increase in OEM total commercial sales was driven by increases in demand to support aircraft production for general aviation, wide-body and narrow-body aircraft. The increase in defense sales was primarily driven by increased market share due to new product launches and an increased demand for defense products globally.
Previous wording
Net acquisition sales of $15.1 million for the three months ended June 30, 2025 is made up of AAI which was acquired on August 26, 2024. This represents 15.6% of the increase in total net sales for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Current wording
Net acquisition sales of $11.7 million for the three months ended September 30, 2025 is made up of AAI and Beadlight which were acquired on August 26, 2024 and July 28, 2025, respectively. This represents 11.3% of the increase in total net sales for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Previous wording
Cost of sales for the three months ended June 30, 2025 increased $7.4 million, or 15.0%, to $56.9 million compared to $49.5 million for the three months ended June 30, 2024 as a result of the increase in sales. Cost of sales and the related percentage of net sales for the three months ended June 30, 2025 and 2024 were as follows (in thousands except for percentages):
Current wording
Cost of sales for the three months ended September 30, 2025 increased $9.4 million, or 18.5%, to $60.0 million compared to $50.6 million for the three months ended September 30, 2024 as a result of the increase in sales. Cost of sales and the related percentage of net sales for the three months ended September 30, 2025 and 2024 were as follows (in thousands except for percentages):
Previous wording
Cost of sales for the three months ended June 30, 2025 decreased 4.8% as a percentage of net sales to 46.2% from 51.0% in the comparable period last year. This decrease is primarily attributable to our operating leverage, execution of strategic value drivers and favorable sales mix, partially offset by higher amortization expense for intangible and other long-term assets.
Current wording
Cost of sales for the three months ended September 30, 2025 decreased 1.6% as a percentage of net sales to 47.3% from 48.9% in the comparable period last year. This decrease is primarily attributable to our operating leverage, execution of strategic value drivers, favorable sales mix, lower acquisition and facility integration and inventory step-up amortization costs, partially offset by higher amortization expense for intangible and other long-term assets.
Previous wording
Selling, general and administrative expenses increased by $9.6 million to $36.9 million, or 30.0% as a percentage of net sales, for the three months ended June 30, 2025 from $27.3 million, or 28.1% as a percentage of net sales, for the three months ended June 30, 2024. Selling, general and administrative expenses and the related percentage of net sales for the three months ended June 30, 2025 and 2024 were as follows (amounts in thousands except for percentages):
Current wording
Selling, general and administrative expenses increased by $5.6 million to $35.8 million, or 28.2% as a percentage of net sales, for the three months ended September 30, 2025 from $30.2 million, or 29.2% as a percentage of net sales, for the three months ended September 30, 2024. Selling, general and administrative expenses and the related percentage of net sales for the three months ended September 30, 2025 and 2024 were as follows (amounts in thousands except for percentages):
Previous wording
Transaction expenses for the six months ended June 30, 2025 and 2024 were $2.4 million and $1.1 million, respectively. During the six months ended June 30, 2025, approximately $0.9 million of costs related to the secondary offering were included in transaction expenses. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.
Current wording
Transaction expenses for the three months ended September 30, 2025 and 2024 were $1.8 million and $1.4 million, respectively. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.
Previous wording
Operating income for the three months ended June 30, 2025, was $27.3 million, or 22.2% as a percentage of net sales, compared to $22.2 million, or 22.9% as a percentage of net sales for the three months ended June 30, 2024. The increase in operating income is due to the factors discussed above.
Current wording
Operating income for the three months ended September 30, 2025, was $29.0 million, or 22.9% as a percentage of net sales, compared to $22.8 million, or 22.0% as a percentage of net sales for the three months ended September 30, 2024. The increase in operating income is due to the factors discussed above.
Previous wording
Interest expense for the three months ended June 30, 2025 decreased $4.2 million, or 39.1%, to $6.5 million compared to $10.6 million for the three months ended June 30, 2024. This decrease was attributable to the repayment of $284.6 million aggregate principal amount of the Company's Credit Agreement debt in May 2024 with a portion of the proceeds from our IPO and lower interest rates.
Current wording
Interest expense for the three months ended September 30, 2025 decreased $4.0 million, or 39.7%, to $6.0 million compared to $10.0 million for the three months ended September 30, 2024. This decrease was attributable to lower average outstanding debt and lower interest rates.
Previous wording
The income tax provision for the three months ended June 30, 2025 was $4.1 million compared to $2.3 million for the three months ended June 30, 2024. The increase inincome tax provision was primarily driven by an increase in the Company's earnings in 2025 compared to 2024.
Current wording
The income tax benefit for the three months ended September 30, 2025 was $4.6 million compared to an income tax provision $4.2 million for the three months ended September 30, 2024. The decrease inincome taxes was primarily driven by the tax impact from enactment of the OBBBA during the current year period, partially offset by taxes from the increase in the Company's earnings in 2025 compared to 2024.
Previous wording
Net income for the three months ended June 30, 2025 was $16.7 million, or 13.6% as a percentage of net sales, compared to net income for the three months ended June 30, 2024 of $7.6 million, or 7.9% as a percentage of net sales. The improvement in results is primarily due to the factors discussed above.
Current wording
Net income for the three months ended September 30, 2025 was $27.6 million, or 21.8% as a percentage of net sales, compared to net income for the three months ended September 30, 2024 of $8.7 million, or 8.4% as a percentage of net sales. The improvement in results is primarily due to the factors discussed above.
Previous wording
Net sales for the six months ended June 30, 2025 increased $48.9 million, or 25.9%, to $237.8 million as compared to $188.9 million for the six months ended June 30, 2024, as discussed below.
Current wording
Net sales for the nine months ended September 30, 2025 increased $72.2 million, or 24.7%, to $364.5 million as compared to $292.4 million for the nine months ended September 30, 2024, as discussed below.
Previous wording
Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior period. Net acquisition sales for the six months ended June 30, 2025 represent net sales from acquisitions that were completed in 2024 and 2025 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 3, Acquisition and Note 10, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.
Current wording
Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior year-period. Net acquisition sales for the nine months ended September 30, 2025 represent net sales from acquisitions that were completed in 2024 and 2025 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 3, Acquisition and Note 10, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.
Previous wording
Net organic sales for the six months ended June 30, 2025 increased $21.2 million, or 11.2%, to $210.1 million as compared to $188.9 million for the six months ended June 30, 2024. The increase in net organic sales was primarily related to increases in aftermarket total commercial sales ($8.8 million, an increase of 12.4%), defense sales ($7.6 million, an increase of 20.3%), and OEM total commercial sales ($7.1 million, an increase of 11.0%), partially offset by a decline in non-aerospace sales ($2.3 million, a decrease of 14.2%). The increase in aftermarket total commercial sales was primarily due to the continuing recovery in commercial air travel demand. The increase in defense sales was primarily driven by increased market share due to new product launches and an increased demand for defense products globally. The increase in OEM total commercial sales was driven by increases in demand to support aircraft production for general aviation, wide-body and narrow-body aircraft. as an improving supply chain has allowed us to deliver parts that were previously held because our customers were experiencing bottlenecks in other areas of their supply chains.
Current wording
Net organic sales for the nine months ended September 30, 2025 increased $32.7 million, or 11.2%, to $325.1 million as compared to $292.4 million for the nine months ended September 30, 2024. The increase in net organic sales was primarily related to increases in aftermarket total commercial sales ($14.8 million, an increase of 13.4%), defense sales ($10.3 million, an increase of 17.3%), and OEM total commercial sales ($10.0 million, an increase of 10.0%), partially offset by a decline in non-aerospace sales ($2.4 million, a decrease of 10.7%). The increase in aftermarket total commercial sales was primarily due to increases in global commercial air travel demand. The increase in defense sales was primarily driven by increased market share due to new product launches and an increased demand for defense products globally. The increase in OEM total commercial sales was driven by increases in demand to support aircraft production for general aviation, wide-body and narrow-body aircraft. as an improving supply chain has allowed us to deliver parts that were previously held because our customers were experiencing bottlenecks in other areas of their supply chains.
Previous wording
Net acquisition sales of $27.7 million for the six months ended June 30, 2025 is made up of AAI which was acquired on August 26, 2024. This represents 14.7% of the increase in total net sales for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current wording
Net acquisition sales of $39.4 million for the nine months ended September 30, 2025 is made up of AAI and Beadlight which were acquired on August 26, 2024 and July 28, 2025, respectively. This represents 13.5% of the increase in total net sales for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous wording
Cost of sales for the six months ended June 30, 2025 increased $15.0 million, or 15.5%, to $111.9 million compared to $96.9 million for the six months ended June 30, 2024 as a result of the increase in sales. Cost of sales and the related percentage of net sales for the six months ended June 30, 2025 and 2024 were as follows (in thousands except for percentages):
Current wording
Cost of sales for the nine months ended September 30, 2025 increased $24.3 million, or 16.5%, to $171.9 million compared to $147.5 million for the nine months ended September 30, 2024 as a result of the increase in sales. Cost of sales and the related percentage of net sales for the nine months ended September 30, 2025 and 2024 were as follows (in thousands except for percentages):
Previous wording
Cost of sales for the six months ended June 30, 2025 decreased 4.2% as a percentage of net sales to 47.1% from 51.3% in the comparable period last year. This decrease is primarily attributable to our operating leverage, execution of strategic value drivers, and favorable sales mix, partially offset by higher amortization expense for intangible and other long-term assets.
Current wording
Cost of sales for the nine months ended September 30, 2025 decreased 3.3% as a percentage of net sales to 47.1% from 50.4% in the comparable period last year. This decrease is primarily attributable to our operating leverage, execution of strategic value drivers, and favorable sales mix, partially offset by higher amortization expense for intangible and other long-term assets.
Previous wording
Selling, general and administrative expenses increased by 2.8% as a percentage of net sales for the six months ended June 30, 2025 when compared to the same period in 2024. This was due to additional costs associated with being a public company including SOX compliance and additional organizational costs, amortization of intangible and other long-term assets, stock-based compensation expense, and research and development expenses,.
Current wording
Selling, general and administrative expenses increased by 1.5% as a percentage of net sales for the nine months ended September 30, 2025 when compared to the same period in 2024. This was due to additional costs associated with being a public company, including
Previous wording
Selling, general and administrative expenses increased by 1.9% as a percentage of net sales for the three months ended June 30, 2025 when compared to the same period in 2024. This was primarily due to additional costs associated with being a public company including Sarbanes-Oxley Act (SOX) compliance and additional organizational costs, amortization of intangible and other long-term assets, and research and development expenses, partially offset by lower stock-based compensation expense. During the three months ended June 30, 2024, we completed the IPO which was an event that triggered the vesting of all outstanding unvested equity units. This resulted in the Company recording the then unrecognized stock-based compensation expense of $1.1 million.
Current wording
SOX compliance and additional organizational costs, stock-based compensation expense, research and development expenses, and amortization of intangible and other long-term assets.
Previous wording
Transaction expenses for the three months ended June 30, 2025 and 2024 were $2.0 million and $0.9 million, respectively. During the three months ended June 30, 2025, approximately $0.9 million of costs related to the secondary offering were included in transaction expenses. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.
Current wording
Transaction expenses for the nine months ended September 30, 2025 and 2024 were $4.3 million and $2.5 million, respectively. During the nine months ended September 30, 2025, approximately $0.9 million of costs related to the secondary offering without proceeds to the Company were included in transaction expenses. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.
Previous wording
Operating income for the six months ended June 30, 2025, was $53.5 million, or 22.5% as a percentage of net sales, compared to $43.5 million, or 23.0% as a percentage of net sales for the six months ended June 30, 2024. The increase in operating income is due to the factors discussed above.
Current wording
Operating income for the nine months ended September 30, 2025, was $82.5 million, or 22.6% as a percentage of net sales, compared to $66.4 million, or 22.7% as a percentage of net sales for the nine months ended September 30, 2024. The increase in operating income is due to the factors discussed above.
Previous wording
Interest expense for the six months ended June 30, 2025 decreased $15.4 million, or 54.4%, to $12.9 million compared to $28.4 million for the six months ended June 30, 2024. This decrease was attributable to the repayment of $284.6 million aggregate principal amount of the Company's Credit Agreement debt in May 2024 with a portion of the proceeds from our IPO and lower interest rates.
Current wording
Interest expense for the nine months ended September 30, 2025 decreased $19.4 million, or 50.6%, to $19.0 million compared to $38.3 million for the nine months ended September 30, 2024. This decrease was attributable to lower average outstanding debt and lower interest rates.
Previous wording
The income tax provision for the six months ended June 30, 2025 was $8.5 million compared to $3.6 million for the six months ended June 30, 2024. The increase inincome tax provision was primarily driven by an increase in the Company's earnings in 2025 compared to 2024.
Current wording
The income tax provision for the nine months ended September 30, 2025 was $3.9 million compared to $7.9 million for the nine months ended September 30, 2024. The decrease inincome taxes was primarily driven by the tax impact from enactment of the OBBBA during the current year period, partially offset by taxes from the increase in the Company's earnings in 2025 compared to 2024.
Previous wording
Net income for the six months ended June 30, 2025 was $32.0 million, or 13.5% as a percentage of net sales, compared to net income for the six months ended June 30, 2024 of $9.9 million, or 5.2% as a percentage of net sales. The improvement in results is primarily due to the factors discussed above.
Current wording
Net income for the nine months ended September 30, 2025 was $59.6 million, or 16.3% as a percentage of net sales, compared to net income for the nine months ended September 30, 2024 of $18.5 million, or 6.3% as a percentage of net sales. The improvement in results is primarily due to the factors discussed above.
Previous wording
Net cash provided by operating activities in the six months ended June 30, 2025 and 2024 was $52.2 million and $17.9 million, respectively. The $34.3 million increase was primarily driven by an increase in net income of $22.1 million and the increase in non-cash operating items of approximately $12.0 million.
Current wording
Net cash provided by operating activities in the nine months ended September 30, 2025 and 2024 was $81.9 million and $34.2 million, respectively. The $47.7 million increase was primarily driven by an increase in net income of $41.1 million and the increase in non-cash operating items of approximately $8.7 million, partially offset by an increase in working capital.
Previous wording
Net cash provided by financing activities in the six months ended June 30, 2025 of $1.7 million related primarily to stock option exercises. Net cash provided by financing activities in the six months ended June 30, 2024 of $37.6 million was principally related to proceeds from the Company's IPO of $325.7 million, offset by payments on our Credit Agreement of $286.3 million and financing leases.
Current wording
Net cash provided by financing activities in the nine months ended September 30, 2025 of $3.2 million was principally related to proceeds from stock option exercises of $1.9 million and the WVEDA loan of $1.5 million. Net cash provided by financing activities in the nine months ended September 30, 2024 of $388.5 million was principally related to proceeds from the August 2024 borrowing of the $360.0 million incremental term loan for the acquisition of AAI and the Company's IPO of $325.4 million, partially offset by payments on our Credit Agreement of $287.9 million.
Previous wording
term loans under the Credit Agreement plus accrued interest of $0.3 million. We wrote-off $0.8 million in unamortized debt issuance costs and expensed $0.8 million in refinancing costs associated with the amendment of the Credit Agreement during the three and six months ended June 30, 2024.
Current wording
term loans under the Credit Agreement plus accrued interest of $0.3 million. We wrote-off $0.8 million in unamortized debt issuance costs and expensed $0.8 million in refinancing costs associated with the amendment of the Credit Agreement during the nine months ended September 30, 2024.
Previous wording
On May 10, 2024, the Credit Agreement was amended to extend the maturity date to May 10, 2030 from April 2, 2026 and reduce the applicable margin by between 2.0 and 2.5 percentage points based on the Company’s leverage ratio. At our election, interest on loans will accrue at the SOFR rate plus the applicable margin of 4.75% or at the base rate plus the applicable margin of 3.75% as long as the leverage ratio of less than 5.5 to 1 is maintained. Also, the existing availability under the delayed draw term loan commitment was increased to $100 million, which terminates if not drawn upon by May 10, 2026. In addition, the existing revolving line of credit under the Credit Agreement was replaced with a new revolving credit commitment of $50 million. The unused portion of the revolving line of credit carries a commitment fee of 0.375%. Loans outstanding under the revolving line of credit, if any, mature on May 10, 2029. Debt issuance costs associated with the amendment of approximately $0.9 million were capitalized during the three and six months ended June 30, 2024.
Current wording
On May 10, 2024, the Credit Agreement was amended to extend the maturity date to May 10, 2030 from April 2, 2026 and reduce the applicable margin by between 2.0 and 2.5 percentage points based on the Company’s leverage ratio. At our election, interest on loans will accrue at the SOFR rate plus the applicable margin of 4.75% or at the base rate plus the applicable margin of 3.75% as long as the leverage ratio of less than 5.5 to 1 is maintained. Also, the existing availability under the delayed draw term loan commitment was increased to $100 million, which terminates if not drawn upon by May 10, 2026. In addition, the existing revolving line of credit under the Credit Agreement was replaced with a new revolving credit commitment of $50 million. The unused portion of the revolving line of credit carries a commitment fee of 0.375%. Loans outstanding under the revolving line of credit, if any, mature on May 10, 2029. Debt issuance costs associated with the amendment of approximately $0.9 million were capitalized during the nine months ended September 30, 2024.
Previous wording
On March 7, 2025, in connection with the pending LMB acquisition expected to close in the third quarter of 2025, we entered into the Commitment Letter (as amended and restated). See above under “—Recent Developments.”
Current wording
On March 7, 2025, in connection with the pending LMB acquisition which was expected to close in the third quarter of 2025, we entered into the Commitment Letter (as amended and restated). See above under “—Recent Developments.”
Previous wording
We have future obligations under various contracts relating to debt and interest payments, finance and operating leases and our post-retirement benefit plan. During the six months ended June 30, 2025, there were no material changes to these obligations, other than the pending LMB acquisition discussed under “—Recent Developments”. For a description of our other obligations and commitments, see our December 31, 2024 consolidated financial statements reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 31, 2025.
Current wording
We have future obligations under various contracts relating to debt and interest payments, finance and operating leases and our post-retirement benefit plan. During the nine months ended September 30, 2025, there were no material changes to these obligations, other than theadditional borrowing we expect to incur for the pending LMB acquisition discussed under “—Recent Developments”. For a description of our other obligations and commitments, see our December 31, 2024 consolidated financial statements reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 31, 2025.
Previous wording
The following table sets forth a reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the three and six months ended June 30, 2025 and 2024 (in thousands unless otherwise indicated):
Current wording
The following table sets forth a reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the three and nine months ended September 30, 2025 and 2024 (in thousands unless otherwise indicated):
Previous wording
For the three and six months ended June 30, 2024, represents the reduction in the estimated contingent purchase price for the CAV acquisition.
Current wording
Represents a $2.9 million reduction in the estimated contingent purchase price for the CAV acquisition and $1.7 million of proceeds from the settlement
Previous wording
Represents third party transaction-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses, and valuation costs that are required to be expensed as incurred. During the three and six months ended June 30, 2025, approximately $0.9 million of costs related to the secondary stock offering from which we did not receive any proceeds were also included in transaction expenses.
Current wording
Represents third party transaction-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses, and valuation costs that are required to be expensed as incurred. During the nine months ended September 30, 2025, approximately $0.9 million of costs related to the secondary stock offering from which we did not receive any proceeds were also included in transaction expenses.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Selling, general and administrative expenses and the related percentage of net sales for the six months ended June 30, 2025 and 2024 were as follows (amounts in thousands except for percentages):