Chorus Aviation Inc. Announces Third Quarter 2023 Financial Results and Renewal of Normal Course Issuer Bid

Q3 2023 Financial Highlights

  • Net income of $17.1 million, a quarter-over-quarter decrease of $6.4 million.
  • Adjusted earnings available to Common Shareholders of $12.1 million, a decrease of $19.1 million quarter-over-quarter.
  • Adjusted earnings available to Common Shareholders of $0.06 per Common Share, basic, a decrease of $0.09 quarter-over-quarter.
  • Adjusted EBITDA of $113.1 million, a decrease of $10.2 million quarter-over-quarter.
  • Free Cash Flow of $113.7 million, a decrease of $36.2 million quarter-over-quarter.
  • Leverage Ratio improved to 3.6 at September 30, 2023 from 4.4 at December 31, 2022.

HALIFAX, NS, Nov. 8, 2023 /CNW/ – Chorus Aviation Inc. (‘Chorus’) (TSX: CHR) today announced its third quarter 2023 financial results.

“Chorus made steady progress in the quarter on its deleveraging objectives, producing strong Adjusted EBITDA and Free Cash Flow, which contributed to its leverage reduction in the quarter. I am pleased to note that we remain on track to meet our overall guidance for 2023,” said Colin Copp, President and Chief Executive Officer, Chorus Aviation Inc. “While responding to ongoing macro-economic challenges affecting our industry, our team remains laser-focused on improving our core business fundamentals. In the third quarter, Chorus generated over $164.3 million in cash from operations and $113.7 million in Free Cash Flow while moving closer to our Leverage Ratio target, improving it from 4.4 at the end of 2022 to 3.6. While we saw a decrease in quarter over quarter earnings, it was primarily due to expected lower lease revenue attributable to 2022 asset sales and last year’s inclusion of customer claim recoveries. We remain on track with our overall strategy.”

“The regional aviation services segment continued to perform well. We are pleased that Jazz reached a modified collective agreement with its pilots to address the changing pilot wage environment, a positive development that will help strengthen their pilot supply, training capabilities and overall capacity,” said Mr. Copp. “A year and a half after the Falko acquisition, we remain confident about the regional aircraft leasing sector and our leading position within the space. Our Falko team is the leading regional aircraft-focused lessor and has successfully completed seventeen portfolio aircraft transactions this quarter, including, purchases of aircraft with leases attached, placement of idle aircraft on lease and lease extensions. We also continue to hold productive discussions on the launch of Fund III with potential lead investors.”

Renewal of Normal Course Issuer Bid

Chorus also announced today that it has received approval from the Toronto Stock Exchange (the “TSX”) respecting the renewal of its Normal Course Issuer Bid (“NCIB”). Pursuant to the documentation filed with the TSX, Chorus may purchase for cancellation up to a maximum of 15,160,372 of its Class A Variable Voting Shares and/or Class B Voting Shares (collectively, the “Shares”), representing 10% of the public float of the Shares as of November 6, 2023, calculated in accordance with the TSX rules.

The directors and management of Chorus believe that, during the period of the NCIB, the market price of the Shares may not adequately reflect their value. Therefore, the purchase of Shares by Chorus for cancellation may be an attractive investment for Chorus and an appropriate use of its available corporate funds.

As of November 6, 2023, Chorus had 193,873,204 Shares issued and outstanding, of which 151,603,722 Shares constitute the total public float of the Shares. Purchases made pursuant to the bid will be made in the open market through the facilities of the TSX and/or alternative Canadian trading systems at the market price at the time of the purchases in accordance with the rules of the TSX and applicable securities laws. On any trading day, Chorus will not purchase more than 75,688 Shares, representing 25% of the average daily trading volume for the six months ended October 31, 2023 (being 302,752 Shares), except where such purchases are made in accordance with the block purchase exemptions under the TSX rules. Purchases under the renewed NCIB may commence on November 14, 2023 and will conclude on the earlier of the date on which Chorus has purchased the maximum number of Shares permitted under the NCIB and November 13, 2024.

In connection with the renewal of the NCIB, Chorus has renewed its automatic securities purchase plan (the “Plan”) with its designated broker to allow for the purchase of Shares on any trading day during the NCIB during pre-determined trading blackout periods, subject to certain parameters as to price and number of Shares. The Plan will commence on the effective date of the renewed NCIB and terminate when the NCIB terminates, unless terminated earlier in accordance with the terms of the Plan. Outside of these pre-determined blackout periods, Shares may also be repurchased in accordance with management’s discretion, subject to applicable law. Chorus may vary, suspend or terminate the Plan only if it does not have material non-public information, and the decision to vary, suspend or terminate the Plan is not taken during a pre-determined trading blackout period. The Plan constitutes an “automatic plan” for purposes of applicable Canadian securities legislation and has been reviewed by the TSX.

The renewal of the NCIB follows on the conclusion of Chorus’ previous NCIB that expires on November 13, 2023. Under the previous NCIB, Chorus was authorized to purchase up to 15,928,236 Shares for cancellation. From November 14, 2022 to November 8, 2023, Chorus purchased 9,177,784 Shares through the facilities of the TSX at a weighted average price of $3.25 per Share. There can be no assurance as to how many Shares, if any, will be acquired by Chorus pursuant to the renewed NCIB. Shares purchased by Chorus pursuant to the NCIB will be cancelled.

On March 29, 2023, Chorus management held an investor day at which it provided its view that the intrinsic value of the Shares was $5.50 per Share at the date of the presentation. This information, including the valuation approach and underlying assumptions used by management, is publicly available on Chorus’ website:

Third Quarter Summary

In the third quarter of 2023, Chorus reported Adjusted EBITDA of $113.1 million, a decrease of $10.2 million over the third quarter of 2022.

The RAL segment’s Adjusted EBITDA was $56.1 million, a decrease of $13.7 million over the third quarter of 2022 primarily due to lower lease revenue of $8.6 million related to the 2022 sale of wholly- owned aircraft, recovered claims in the Virgin Australia bankruptcy recorded in the amount of $7.9 million and a decrease in net gain on sale of assets of $2.7 million; offset by increased lease revenue from re-leased aircraft, the recognition of end of lease (“EOL”) compensation of $4.1 million and a higher US dollar exchange rate.

The RAS segment’s Adjusted EBITDA was $62.3 million an increase of $0.3 million over the third quarter of 2022.

Corporate Adjusted EBITDA of $(5.3) million improved from the third quarter of 2022 by $3.2 million due to:

  • a decrease in stock-based compensation of $2.0 million due to a decrease in the Common Share price, offset by the change in fair value of the Total Return Swap; and a decrease in general administrative expenses related to lower professional fees, salaries, wages and benefits and travel expenses.

Adjusted net income was $21.4 million for the quarter, a decrease of $20.2 million over the third quarter of 2022 due to:

  • a $10.2 million decrease in Adjusted EBITDA as previously described;
  • an increase in depreciation expense of $4.9 million primarily attributable to capital expenditures incurred in 2022 on re-leased aircraft as well as a change in depreciation estimates on certain aircraft;
  • an increase of $4.3 million in income tax expense; and
  • a change in net foreign exchange of $2.4 million;
  • partially offset by a decrease in net interest costs of $1.8 million primarily related to the redemption of the 6.00% Debentures in December 2022 partially offset by interest on the Operating Credit Facility.

Net income decreased $6.4 million over the third quarter of 2022 primarily due to:

  • the previously noted decrease in Adjusted net income of $20.2 million;
  • an increase in impairment provisions of $25.7 million; and
  • an increase in income tax expense on adjusted items of $5.9 million; partially offset by
  • the defined benefit pension revenue of $29.9 million;
  • a change in net unrealized foreign exchange of $9.0 million;
  • a decrease in lease repossession costs of $5.1 million; and
  • a decrease in employee separation program costs of $1.2 million.

Year-to-Date Summary

Chorus reported Adjusted EBITDA of $341.9 million for 2023, an increase of $30.4 million over the same prior year period.

The RAL segment’s Adjusted EBITDA was $175.0 million, an increase of $23.0 million over the same prior year period primarily due to an increase in lease revenue of $33.5 million primarily attributable to four additional months of lease revenue versus the same period last year for Falko, increased lease revenue from re-leased aircraft, the release of EOL compensation of $4.1 million and a higher US dollar exchange rate; partially offset by lower lease revenue of $15.0 million related to the 2022 sale of wholly-owned aircraft and recovered claims in the Virgin Australia and Aeromexico bankruptcies recorded in 2022 of $10.9 million.

The RAS segment’s Adjusted EBITDA was $188.0 million, an increase of $6.7 million over the same prior year period due to:

  • an increase in other revenue of $7.0 million primarily due to Voyageur’s increase in parts sales and MRO activity offset by a decrease in contract flying; and
  • an increase in aircraft leasing revenue under the CPA of $3.2 million primarily due to a higher US dollar exchange rate offset by a change in lease rates on certain aircraft; partially offset by a contracted decrease in Fixed Margin of $2.3 million;
  • a decrease in capitalization of major maintenance overhauls on owned aircraft of $2.2 million; and
  • an increase in general administrative expenses attributable to increased operations.

Corporate Adjusted EBITDA of $(21.1) million improved from the same period 2022 by $0.7 million due to:

  • a decrease in stock-based compensation of $2.9 million due to a decrease in the Common Share price, offset by the change in fair value of the Total Return Swap;
  • partially offset by an increase in general administrative expenses related to higher professional fees, salaries, wages and benefits and travel expenses.

Adjusted net income of $77.8 million, a decrease of $9.2 million over the same prior year period primarily due to:

  • an increase in depreciation expense of $22.3 million primarily attributable to Falko, capital expenditures incurred in 2022 on re-leased aircraft as well as a change in depreciation estimates on certain aircraft;
  • an increase of $12.5 million in income tax expense;
  • a change in net foreign exchange of $3.1 million; and
  • an increase in net interest costs of $2.2 million primarily related to interest on long-term debt assumed as part of the Falko Acquisition and the draw on the Operating Credit Facility partially offset by the redemption of the 6.00% Debentures in December 2022 and the recognition of income related to the discontinuance of hedge accounting on an interest rate swap; partially offset by
  • a $30.4 million increase in Adjusted EBITDA as previously described; and
  • a decrease of $0.6 million on the fair value of investments.

Net income of $69.5 million, an increase of $63.4 million over the same prior year period primarily due to:

  • a change in net foreign exchange of $34.4 million;
  • the defined benefit pension revenue of $29.9 million;
  • a decrease in lease repossession costs of $12.2 million;
  • a decrease in restructuring credit loss provision of $10.4 million;
  • a decrease in strategic advisory fees of $8.5 million; and
  • a decrease in employee separation program costs of $1.3 million; partially offset by
  • the previously noted decrease in Adjusted net income of $9.2 million;
  • an increase in income tax expenses on adjusted items of $18.9 million; and
  • an increase in impairment provisions of $5.2 million.

Consolidated Financial Analysis

This section provides detailed information and analysis about Chorus’ performance for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022. It focuses on Chorus’ consolidated operating results and provides financial information for Chorus’ operating segments.

(unaudited)(expressed in thousands of Canadian dollars)Three months ended September 30,Nine months ended September 30,
Change%2023$2022$ Change
Operating revenue447,596421,32626,2706.21,259,6231,156,049103,5749.0
Operating expenses386,439355,79130,6488.61,081,1791,040,38840,7913.9
Operating income61,15765,535(4,378)(6.7)178,444115,66162,78354.3
Net interest expense(25,081)(26,875)1,794(6.7)(74,191)(72,034)(2,157)3.0
Foreign exchange (loss) gain(3,179)(9,766)6,587(67.4)3,535(27,758)31,293(112.7)
Gain on property and
(Loss) gain on fair value of
Income before income tax32,85029,1183,73212.8110,24215,45294,790613.4
Income tax expense(15,702)(5,557)(10,145)(182.6)(40,757)(9,387)(31,370)334.2
Net income17,14823,561(6,413)(27.2)69,4856,06563,4201,045.7
Net income attributable to non-controlling interest5531,938(1,385)(71.5)2,3102,377(67)(2.8)
Net income attributable to Shareholders16,59521,623(5,028)(23.3)67,1753,68863,4871,721.4
Preferred share dividends declared(8,799)(8,563)(236)2.8(26,486)(13,989)(12,497)89.3
Earnings (loss) attributable to Common Shareholders7,79613,060(5,264)(40.3)40,689(10,301)50,990(495.0)
Adjusted EBITDA113,126123,353(10,227)(8.3)341,930311,50430,4269.8
Adjusted EBT32,47748,446(15,969)(33.0)109,311105,9813,3303.1
Adjusted net income21,44041,686(20,246)(48.6)77,84087,016(9,176)(10.5)

(See cautionary statement regarding forward-looking information below)

Jazz’s capacity remains constrained as the industry-wide demand for pilots continues. In the past 12-months, Jazz has seen over 300 captain or captain-eligible pilots flow to Air Canada under the existing pilot flow agreement, along with attrition to other mainline airlines. In that same time period, Jazz has successfully hired and trained over 300 first officers and continues to see a good supply of new hire pilots. Effective September 1, 2023, Jazz and the Air Line Pilots Association representing the Jazz pilots, entered into a modified collective agreement to address the changing pilot wage environment.

Jazz expects this trend on flow of pilots to Air Canada to continue in the near term.

The CPA provides a Fixed Fee to Jazz regardless of flying levels; therefore, any variations in flying are not expected to have any impact on Jazz’s earnings.

Falko continues to have positive discussions on its new fund (Fund III) with its existing lead investors in Fund II and others. Chorus is also routinely exploring opportunities to sell Falko’s wholly-owned or majority-owned aircraft in order to advance the implementation of its asset light leasing strategy.

Chorus has the key elements to successfully execute on its strategy to transition to an asset light leasing model while growing its contractual fund management business and its RAS segment. The key elements include:

  • Strong and predictable core earnings from the RAS segment, with the potential to expand into adjacent and complementary business lines;
  • Significant wholly-owned or majority-owned aviation assets that can be monetized to reduce debt and return capital to Common Shareholders while also providing funding to improve the growth and return profile of the business over time through accretive investments; and
  • Growth potential in the Falko series of funds from which Chorus can generate attractive returns via asset management fees, co-investment returns and incentive payments.

The asset light leasing model will enable Chorus to achieve greater scale in its leasing business by co-investing alongside third-party equity investors in Falko-managed funds, while decreasing risk to Chorus by reducing the use of recourse debt financing. As Chorus transitions to an asset light leasing model, asset sales will generate Free Cash Flow that can be deployed to pursue accretive investment opportunities and/or return capital to Common Shareholders. As part of this asset light transformation, Chorus is targeting:

  • Aircraft asset sales: Chorus intends to opportunistically trade RAL’s wholly-owned or majority-owned aircraft including in connection with the windup of its 67.45% ownership in Ravelin Holdings LP by the tenth anniversary of the commencement of Fund I (2025). As of September 30, 2023, Ravelin Holdings LP held an interest in 39 aircraft with a net book value of US $386.5 million and secured debt of US $193.7 million. As asset sales occur, the related leasing revenues in RAL will decrease, which will be partially offset by lower depreciation and debt servicing costs and earnings from Falko managed funds.
  • Reduced leverage: Chorus anticipates its Leverage Ratio will be between 2.5 to 3.5 by December 31, 2024, given the contractual nature of Chorus’ earnings, amortizing debt repayments, and expected asset sales. Deleveraging amounts will vary from quarter-to- quarter depending on the timing and quantum of asset sales.
  • Growth: Chorus intends to expand the number of Falko managed funds and the RAS business into adjacent and complementary specialty aviation business lines.

Chorus’ forecast for the year ending December 31, 2023 is as follows:

(unaudited)(expressed in thousands of Canadian dollars)Consolidated
From  $To $
Adjusted EBITDA410,000450,000
Adjusted EBT135,000165,000
Leverage Ratio3.64.0
Free Cash Flow260,000330,000

About Chorus Aviation Inc.

Chorus is a leading, global aviation solutions provider and asset manager, focused on regional aviation. Our principal subsidiaries are: Falko Regional Aircraft, the leading pure play regional aircraft asset manager and lessor, managing investments on behalf of third-party fund investors; Jazz Aviation, the largest regional operator in Canada and provider of regional air services under the Air Canada Express brand; Voyageur Aviation, a leading provider of specialty charter, aircraft modifications, parts provisioning and in-service support services; and Cygnet Aviation Academy, an industry leading accredited training academy preparing pilots for direct entry into airlines. Together, Chorus’ subsidiaries provide services that encompass every stage of a regional aircraft’s lifecycle, including: aircraft acquisition and leasing; aircraft refurbishment, engineering, modification, repurposing and transition; contract flying; aircraft and component maintenance, disassembly, and parts provisioning; and pilot training.





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