Loar Holdings Inc.

Previous wording

On January 21, 2026, the Company acquired Harper Engineering for $249.9 million in cash. Founded in 1968, Harper Engineering is a

Current wording

On January 21, 2026, the Company acquired Harper Engineering for $249.8 million in cash. Founded in 1968, Harper Engineering is a

Previous wording

The following table sets forth, for the three months ended March 31, 2026 and 2025, 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 six months ended June 30, 2026 and 2025, 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 organic sales for the three months ended March 31, 2026 increased $13.0 million or 11.4%, to $127.7 million as compared to $114.7 million for the three months ended March 31, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($7.8 million, an increase of 22.0%), aftermarket total commercial sales ($6.2 million, an increase of 14.1%), and sales of non-aerospace products ($3.0 million, an increase of 46.4%), partially offset by a decline in defense sales ($4.0 million, a decrease of 13.9%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increases in commercial air travel demand. The increase in sales of non-aerospace products was primarily driven by higher sales of components for industrial gas-turbines. The decrease in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period.

Current wording

Net organic sales for the three months ended June 30, 2026 increased $15.1 million or 12.3%, to $138.3 million as compared to $123.1 million for the three months ended June 30, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($9.6 million, an increase of 25.7%), aftermarket total commercial sales ($4.1 million, an increase of 8.6%), and sales of non-aerospace products ($2.4 million, an increase of 32.9%), partially offset by a decline in defense sales ($0.9 million, a decrease of 2.8%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increases in commercial air travel. The increase in sales of non-aerospace products was primarily driven by higher demand for industrial gas-turbine components. The decrease in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period.

Previous wording

Net acquisition sales of $28.4 million for the three months ended March 31, 2026 are made up of LMB which was acquired on December 23, 2025 and Harper Engineering which was acquired on January 21, 2026. This represents 24.7% of the increase in total net sales for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Net acquisition sales of $33.3 million for the three months ended June 30, 2026 are made up of Beadlight which was acquired on July 28, 2025, LMB which was acquired on December 23, 2025, and Harper Engineering which was acquired on January 21, 2026. This represents 27.1% of the increase in total net sales for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Cost of sales for the three months ended March 31, 2026 increased $21.9 million, or 39.8%, to $76.8 million compared to $54.9 million for the three months ended March 31, 2025. Cost of sales and the related percentage of net sales for the three months ended March 31, 2026 and 2025 were as follows (in thousands except for percentages):

Current wording

Cost of sales for the three months ended June 30, 2026 increased $23.5 million, or 41.2%, to $80.4 million compared to $56.9 million for the three months ended June 30, 2025. Cost of sales and the related percentage of net sales for the three months ended June 30, 2026 and 2025 were as follows (in thousands except for percentages):

Previous wording

Selling, general and administrative expenses increased by $11.4 million to $44.5 million, or 28.5% as a percentage of net sales, for the three months ended March 31, 2026 from $33.1 million, or 28.9% as a percentage of net sales, for the three months ended March 31, 2025. Selling, general and administrative expenses and the related percentage of net sales for the three months ended March 31, 2026 and 2025 were as follows (amounts in thousands except for percentages):

Current wording

Selling, general and administrative expenses increased by $9.6 million to $46.5 million, or 27.1% as a percentage of net sales, for the three months ended June 30, 2026 from $36.9 million, or 30.0% as a percentage of net sales, for the three months ended June 30, 2025. Selling, general and administrative expenses and the related percentage of net sales for the three months ended June 30, 2026 and 2025 were as follows (amounts in thousands except for percentages):

Previous wording

Transaction expenses for the three months ended March 31, 2026 and 2025 were $1.2 million and $0.5 million, respectively. This increase is primarily related to the acquisition of Harper Engineering that was consummated in January 2026. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.

Current wording

Transaction expenses for the three months ended June 30, 2026 and 2025 were $1.6 million and $2.0 million, respectively. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.

Previous wording

Operating income forthe three months ended March 31, 2026, was $33.5 million, or 21.5% as a percentage of net sales, compared to $26.1 million, or 22.8% as a percentage of net sales for the three months ended March 31, 2025. The increase in operating income is due to the factors discussed above.

Current wording

Operating income for the three months ended June 30, 2026, was $41.9 million, or 24.5% as a percentage of net sales, compared to $27.3 million, or 22.2% as a percentage of net sales for the three months ended June 30, 2025. The increase in operating income is due to the factors discussed above.

Previous wording

Interest expense for the three months ended March 31, 2026 increased $12.2 million, to $18.7 million compared to $6.5 million for the three months ended March 31, 2025. This increase was attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.

Current wording

Interest expense for the three months ended June 30, 2026 increased $13.5 million, to $20.0 million compared to $6.5 million for the three months ended June 30, 2025. This increase is attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.

Previous wording

Cost of sales for the three months ended March 31, 2026 increased 1.3% as a percentage of net sales to 49.2% from 47.9% in the comparable period last year. This increase in cost of sales is primarily attributable to the recognition of inventory step-up related to the LMB and Harper Engineering acquisitions, and higher amortization expense for intangible and other long-term assets, partially offset by our operating leverage and execution of our strategic value drivers.

Current wording

Cost of sales for the six months ended June 30, 2026 increased 0.9% as a percentage of net sales to 48.0% from 47.1% in the comparable period last year. This increase is primarily attributable to higher amortization expense for intangible and other long-term assets and the recognition of inventory step-up, both of which are related to the LMB and Harper Engineering acquisitions, partially offset by our operating leverage, execution of our strategic value drivers and lower acquisition and facility integration costs.

Previous wording

Selling, general and administrative expenses decreased by 0.4% as a percentage of net sales for the three months ended March 31, 2026 when compared to the same period in 2025. This was primarily driven by the leveraging of fixed costs partially offset by increased amortization of intangible assets as a result of the LMB and Harper Engineering acquisitions.

Current wording

Selling, general and administrative expenses decreased by 1.6% as a percentage of net sales for the six months ended June 30, 2026 when compared to the same period in 2025. This is primarily driven by the leveraging of fixed costs partially offset by increased amortization of intangible assets as a result of the Beadlight, LMB, and Harper Engineering acquisitions.

Previous wording

Net income for the three months ended March 31, 2026 was $11.1 million, or 7.1% as a percentage of net sales, compared to net income for the three months ended March 31, 2025 of $15.3 million, or 13.4% as a percentage of net sales. The results for the three months ended March 31, 2026 were negatively impacted by the increases in interest expense, amortization of intangible and other long-term assets, and recognition of inventory step-up attributable to the acquisitions of LMB and Harper Engineering.

Current wording

Net income for the six months ended June 30, 2026 was $27.9 million, or 8.5% as a percentage of net sales, compared to net income for the six months ended June 30, 2025 of $32.0 million, or 13.5% as a percentage of net sales. The results for the six months ended June 30, 2026 were negatively impacted by higher interest expense, higher amortization of intangible and other long-term assets, and recognition of inventory step-up attributable to the acquisitions of LMB and Harper Engineering.

Previous wording

Net cash provided by operating activities in the three months ended March 31, 2026 and 2025 was $30.9 million and $28.4 million, respectively. The $2.5 million increase was primarily driven by higher noncash items included in net income partially offset by an increase in working capital.

Current wording

Net cash provided by operating activities in the six months ended June 30, 2026 and 2025 is $61.2 million and $52.2 million, respectively. The $9.0 million increase was primarily driven by higher noncash items included in net income partially offset by an increase in working capital.

Previous wording

Net cash used in investing activities in the three months ended March 31, 2026 of $254.0 million was principally attributable to theacquisition of Harper Engineering. Net cash used in investing activities in the three months ended March 31, 2025 of $1.8 million related to capital expenditures.

Current wording

Net cash used in investing activities in the six months ended June 30, 2026 of $256.8 million is principally attributable to the acquisition of Harper Engineering. Net cash used in investing activities in the six months ended June 30, 2025 of $4.7 million is related to capital expenditures.

Previous wording

Net cash provided by financing activities in the three months ended March 31, 2026 of $233.5 million principally related to borrowings under our Credit Agreement in connection with the acquisition of Harper Engineering. Net cash used in financing activities in the three months ended March 31, 2025 of $0.1 million was related to financing leases.

Current wording

Net cash provided by financing activities in the six months ended June 30, 2026 of $233.7 million is principally related to borrowings under our Credit Agreement in connection with the acquisition of Harper Engineering. Net cash provided by financing activities in the six months ended June 30, 2025 of $1.7 million is principally related to proceeds from the exercise of stock options.

Previous wording

At March 31, 2026, there was $964.7 million outstanding under the Credit Agreement, and there remained availabilityof $35 million in delayed draw term loan commitments and $50 million in revolving line of credit.

Current wording

At June 30, 2026, there was $962.9 million outstanding under the Credit Agreement, and there remained availabilityof $35 million in delayed draw term loan commitments and $50 million in revolving line of credit.

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 three months ended March 31, 2026, there were no material changes to these obligations, other than the contingent purchase consideration that may be paid to the sellers of Harper Engineering if certain financial targets for the years 2026 to 2031 are achieved, as discussed in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements. For a description of our other obligations and commitments, see our consolidated financial statements reported in the Company’s Annual Report on Form 10-K for the year ended December 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 six months ended June 30, 2026, there were no material changes to these obligations, other than the contingent purchase consideration that may be paid to the sellers of Harper Engineering if certain financial targets for the years 2026 to 2031 are achieved, as discussed in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements. For a description of our other obligations and commitments, see our consolidated financial statements reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

A complete and comprehensive discussion of our most critical accounting policies that require management to make judgments about matters that are inherently uncertain was included in Management’s Discussion and Analysis of Financial Condition and Results of Operations– Critical Accounting Estimates disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025 which was filed on March 2, 2026. Refer to Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements included herein for updates to disclosures of accounting stand ards recently adopted or required to be adopted in the future.

Current wording

A complete and comprehensive discussion of our most critical accounting policies that require management to make judgments about matters that are inherently uncertain was included in Management’s Discussion and Analysis of Financial Condition and Results of Operations– Critical Accounting Estimates disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31,

Previous wording

The following table sets forth a reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the three months ended March 31, 2026 and 2025 (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 six months ended June 30, 2026 and 2025 (in thousands unless otherwise indicated):