Annual Highlights:

• Completed the sale of the RAL business with net proceeds of US $607.7 million in cash.
• Leverage Ratio improved to 1.4 at December 31, 2024 from 3.3 at December 31, 2023.
• Net loss from continuing operations of $15.8 million.
• Adjusted Earnings available to Common Shareholders of $28.5 million.
• Adjusted Earnings available to Common Shareholders of $1.04 per Common Share, basic.
• Adjusted EBITDA of $211.6 million.
• Free Cash Flow of $118.8 million.
• Parts sales, contract flying, MRO and other revenue of $128.3 million primarily driven by Voyageur.

Q4 Financial Highlights: 

• Net loss of $6.6 million.
• Net loss from continuing operations of $49.4 million.
• Adjusted Earnings available to Common Shareholders of $10.6 million.
• Adjusted Earnings available to Common Shareholders of $0.39 per Common Share, basic.
• Adjusted EBITDA of $52.7 million.
• Free Cash Flow of $27.5 million.
• Parts sales, contract flying, MRO and other revenue of $35.9 million primarily driven by Voyageur.

Share Consolidation

• Effective February 5, 2025, Chorus consolidated its Common Shares on the basis of one post-consolidation Common Shares for every seven pre-consolidation Common Shares (the “Share Consolidation”). Unless otherwise stated, all per-Common Share figures in this new release are reported on a post-Share Consolidation basis.

HALIFAX, NS, Feb. 19, 2025 /CNW/ – Chorus Aviation Inc. (‘Chorus’) (TSX: CHR) today announced its fourth quarter and year-end 2024 financial results.

“We took a significant step this past year to strengthen Chorus and unlock value with the sale of the RAL business in December,” said Colin Copp, President and Chief Executive Officer, Chorus. “Combined with the significant reduction in debt and corporate financings, reduced interest and preferred dividend costs, the transaction positions Chorus for improved earnings and cash flows, as we renew our focus on growing our aviation services business.”

“Our fourth quarter delivered strong and consistent results that were in line with our expectations,” said Mr. Copp. “The Jazz team continued to deliver strong cash flows under its CPA with Air Canada, while Voyageur grew its position within the special mission, parts sales and specialty MRO spaces, delivering on its growth targets for the year. Cygnet, our pilot aviation academy, made great progress welcoming its seventh cohort recently and graduating pilots who moved into careers with Jazz as first officers, as it also builds key industry partnerships for future growth.”

“Since the sale of the RAL business, we have accelerated the pace of share repurchases under our NCIB, investing $10.0 million during this period,” said Mr. Copp. “With a stronger balance sheet and cash flows post the RAL sale, we are monitoring market conditions and evaluating opportunities to best enhance shareholder returns. As we move forward, we are committed to driving long-term value for our shareholders while strengthening our overall business.”

Fourth Quarter Summary

In the fourth quarter of 2024, Chorus reported Adjusted EBITDA from continuing operations of $52.7 million, a decrease of $2.0 million compared to the fourth quarter of 2023 primarily due to:

• a decrease in aircraft leasing revenue under the CPA of $2.4 million primarily due to a change in lease rates on certain aircraft; and
• an increase in general administrative expenses primarily attributable to increased operations; and
• an increase in stock-based compensation of $1.4 million due to an increase in the Common Share price offset by the change in fair value of the Total Return Swap; partially offset by
• an increase in Voyageur’s parts sales, contract flying and MRO activity;
• an increase in capitalization of major maintenance overhauls on owned aircraft of $2.4 million; and
• an improvement in the Controllable Cost Guardrail of $2.0 million.

Adjusted Net Income from continuing operations was $10.6 million for the quarter, in line compared to the fourth quarter of 2023 primarily due to:

• a $2.0 million decrease in Adjusted EBITDA as previously described; and
• an increase in depreciation expense of $4.0 million primarily attributable to a change in depreciation estimates on certain aircraft and capital expenditures; partially offset by
• a positive change in foreign exchange of $3.2 million;
• a decrease of $1.7 million in income tax expense; and
• a decrease in net interest costs of $0.8 million, inclusive of a $3.7 million interest charge related to the acceleration of the amortization of the deferred financing costs related to the Series B Debentures and Series C Debentures.

Net loss from continuing operations increased $77.7 million compared to the fourth quarter of 2023 primarily due to:

• a realized foreign exchange loss on the settlement of Preferred Shares of $31.3 million;
• a reduction in realized foreign exchange gains related to the settlement of intercompany loans in 2023 of $26.4 million;
• a negative change in net unrealized foreign exchange of $13.8 million;
• impairment provisions of $10.5 million primarily related to planned part-out of Voyageur’s non-operational owned aircraft;
• interest accretion on Preferred Shares of $10.4 million; and
• an increase in employee separation program costs of $1.0 million; partially offset by
• a realized foreign exchange gain of $13.7 million related to US dollar denominated cash held between the dates December 6, 2024 and December 31, 2024 being the dates Chorus received the net proceeds from the Transaction and the redemption of the Preferred Shares, respectively; and
• an increase in income tax recovery on adjusted items of $2.2 million.

Annual Summary

Chorus reported Adjusted EBITDA from continuing operations of $211.6 million for the year ended December 31, 2024, a decrease of $10.0 million compared to the same prior year period primarily due to:

• a decrease in aircraft leasing revenue under the CPA of $15.7 million primarily due to a change in lease rates on certain aircraft;
• an increase in stock-based compensation of $3.6 million due to an increase in the Common Share price offset by the change in fair value of the Total Return Swap; and
• an increase in general administrative expenses primarily attributable to increased operations; partially offset by
• an increase in capitalization of major maintenance overhauls on owned aircraft of $6.4 million;
• an improvement in the Controllable Cost Guardrail of $4.0 million; and
• an increase in Voyageur’s parts sales, contract flying and MRO activity.

Adjusted Net Income from continuing operations of $46.3 million, a decrease of $5.7 million compared to the same prior year period primarily due to:

• a $10.0 million decrease in Adjusted EBITDA as previously described; and
• an increase in depreciation expense of $14.4 million primarily attributable to a change in depreciation estimates on certain aircraft and capital expenditures; partially offset by
• a decrease of $11.9 million in income tax expense; decrease in net interest costs of $3.7 million, inclusive of a $3.7 million interest charge related to the acceleration of the amortization of the deferred financing costs related to the Series B Debentures and Series C Debentures.; and
• a positive change in net foreign exchange of $2.9 million.

Net loss from continuing operations of $15.8 million, an increase of $117.4 million compared to the same prior year period primarily due to:

• the previously noted decrease in Adjusted Net Income of $5.7 million;
• a realized foreign exchange loss on the settlement of Preferred Shares of $31.3 million;
• the Defined Benefit Pension Revenue recognized in 2023 of $29.9 million (Air Canada agreed to compensate Jazz for the one-time impact of the wage increase on the Jazz defined benefit pension plan);
• a reduction in realized foreign exchange gains related to the settlement of intercompany loans in 2023 of $26.4 million;
• a negative change in net foreign exchange of $26.0 million;
• impairment provisions of $10.5 million primarily related to planned part-out on Voyageur non-operational owned aircraft;
• interest accretion on Preferred Shares of $10.4 million; and
• an increase in employee separation program costs of $1.1 million; partially offset by
• a realized foreign exchange gain of $13.7 million related to US dollar denominated cash held between the dates December 6, 2024 and December 31, 2024 being the dates Chorus received the net proceeds from the Transaction and the redemption of the Preferred Shares, respectively; and
• an increase in income tax recovery on adjusted items of $10.3 million.

Portfolio of Aircraft Leasing under the CPA

• Current fleet of 48 wholly-owned aircraft and five spare engines
• Current net book value of $793.4 million
• Future contracted lease revenue US $385.4 million
• Current weighted average fleet age of 8.5 years
• Current weighted average remaining lease term of 4.9 years
• Long-term debt of $347.3 million (US $241.4 million)
• 100% of debt has a fixed rate of interest
• Current weighted average cost of borrowing of 3.32%

About Chorus Aviation Inc.
Chorus is a Canadian company focused on aviation services businesses. Our operating subsidiaries are: 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 an 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.

HALIFAX, NS, Dec. 6, 2024 /CNW/ – Chorus Aviation Inc. (TSX: CHR) (“Chorus“) today announced the completion of the previously announced sale of its Regional Aircraft Leasing (RAL) segment (the “Transaction“).

“Chorus is pleased to announce the completion of the sale of its RAL segment, including Falko. As we close this transaction, we are moving forward with a stronger financial position for our company,” said Colin Copp, President and Chief Executive Officer, Chorus. “The significant deleveraging and improved liquidity resulting from this sale will enable us to implement a sustainable capital return program for our shareholders and fund steady growth in our aviation services businesses.”

“We extend our sincere gratitude to all of the parties who made possible the successful completion of this transaction, including Chorus and Falko employees and our advisors,” noted Mr. Copp. “We also thank our board of directors and shareholders, whose guidance and strong endorsement of the transaction were instrumental in re-positioning Chorus for future success.”

Chorus also announced the planned retirement of Jolene Mahody, Executive Vice President and Chief Strategy Officer, effective January 2025 after a 32-year career with Chorus and its predecessor companies. Randolph deGooyer has been appointed to the role of Chief Operating Officer of Chorus, effective January 1, 2025. Randolph is currently the President of Chorus’ largest subsidiary, Jazz Aviation, and brings significant operational and industry experience to his new role. Doug Clarke, currently Jazz’s Vice President of Finance and Business Services, will replace Randolph as President of Jazz.

“I thank Jolene for her contributions over her 32 years with Chorus, including playing a central role in the lead up to today’s announcement to reposition our business,” said Mr. Copp. “I wish Randolph and Doug the very best in their new roles and look forward to their contributions to Chorus and Jazz, as we embark on a new chapter for our business.”

With the disposition of the RAL segment, Chorus is reducing corporate overhead cost in many areas, including reducing its Board of Directors by 50 per cent. As a result, Chorus directors Gail Hamilton, R Stephen Hannahs, Alan Jenkins and David Levenson are stepping down from the board effective January 1, 2025, and Karen Cramm will stay on until the next annual general meeting.

“We are grateful to the directors who are departing for their capable guidance over the years and, most recently, for their invaluable counsel throughout the last year, as we worked on the divestiture of our leasing business. I wish them all the best,” said Mr. Copp.  

About Chorus Aviation Inc.

Chorus is a Canadian company focused on aviation services businesses. Our operating subsidiaries are: 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 an 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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Highlights:

• Generated strong Free Cash Flow of $32.4 million for the period ended September 30, 2024 primarily derived from operating cash flows.
• Leverage Ratio improved to 3.0 at September 30, 2024 due primarily to long-term debt repayments of $93.6 million since December 31, 2023.
• Net income of $18.4 million.
• Net income from continuing operations of $19.8 million.
• Adjusted Earnings available to Common Shareholders of $11.9 million.
• Adjusted Earnings available to Common Shareholders of $0.06 per Common Share, basic.
• Adjusted EBITDA of $53.9 million.
• Previously-announced sale of Chorus’ Regional Aircraft Leasing (RAL) segment is expected to significantly improve all of Chorus’ key adjusted metrics on a pro forma basis as follows:
  • Pro Forma Adjusted Earnings available to Common Shareholders per Common Share, basic, from continuing operations $0.08 and 0.25 for the three and nine months ended September 30, 2024, respectively;
  • Pro Forma Leverage Ratio of 1.5x at September 30, 2024; and
  • Pro Forma Free Cash Flow of $36.7 million and $104.0 million for the three and nine months ended September 30, 2024, respectively.
• Post-quarter end, announced fulfilment of all regulatory conditions to the completion of the RAL sale.
• Today, announced renewal of Chorus’ Normal Course Issuer Bid (NCIB) for Common Shares.

HALIFAX, NS, Nov. 6, 2024 /CNW/ – Chorus Aviation Inc. (‘Chorus’) (TSX: CHR) today announced its third quarter 2024 financial results.

“Throughout the quarter, Chorus’ businesses generated healthy cashflows, and achieved ongoing improvements in our key financial metrics and delivered in line with expectations,” said Colin Copp, President and Chief Executive Officer, Chorus. “Our aviation services businesses delivered strong earnings, including those from Jazz’s Capacity Purchase Agreement (CPA) with Air Canada. Voyageur reported an increase in its revenue over the prior quarter, demonstrating continued growth in its parts sales and specialty business lines.”

“At the end of the third quarter, Chorus improved its Leverage Ratio to 3.0 from 3.3 at December 31, 2023, while generating Free Cash Flow of $32.4 million,” said Mr. Copp. “Further, after announcing the agreement to sell Chorus’ RAL business, we took several steps during the third quarter towards the completion of the transaction, including the satisfaction of all regulatory conditions. The transaction is expected to close by the end of this year.”

“Post-closing, the transaction positions us well to accelerate value for our shareholders and provide the financial flexibility to deliver on our core strengths in aviation services,” commented Mr. Copp. “On a pro forma basis, we expect to see significant improvements in our financial measures, including Leverage and Free Cash Flow after debt repayments.”

“These improvements will enable us to implement a return of capital program for our shareholders and fund steady growth, post-completion of the sale,” said Mr. Copp. “Ahead of that, and in line with our ongoing focus on shareholders, today, we also announced the renewal of our Normal Course Issuer Bid (NCIB) for our Common Shares, reflecting our belief that Chorus’ shares remain under-valued, offering an attractive investment and use of available funds.”

Third Quarter Summary

In the third quarter of 2024, Chorus reported Adjusted EBITDA from continuing operations of $53.9 million, a decrease of $3.1 million compared to the third quarter of 2023 primarily due to:

• a decrease in aircraft leasing revenue under the CPA of $4.3 million primarily due to a change in lease rates on certain aircraft; and
• an increase in general administrative expenses attributable to increased operations; partially offset by
• an increase in other revenue of $10.3 million primarily due to Voyageur’s increased revenue in parts sales, contract flying and MRO activity; and
• an increase in capitalization of major maintenance overhauls on owned aircraft of $2.0 million.

Adjusted Net Income from continuing operations was $11.9 million for the quarter, a decrease of $2.3 million compared to the third quarter of 2023 primarily due to:

• a $3.1 million decrease in Adjusted EBITDA as previously described; and
• an increase in depreciation expense of $3.5 million primarily attributable to a change in depreciation estimates on certain aircraft and capital expenditures; partially offset by
• a decrease of $2.5 million in income tax expense;
• a decrease in net interest costs of $1.6 million; and
• a positive change in foreign exchange of $0.2 million.
• Net income from continuing operations decreased $19.1 million compared to the third quarter of 2023 primarily due to:
• the previously noted decrease in Adjusted Net Income of $2.3 million;
• the Defined Benefit Pension Revenue recognized in 2023 of $29.9 million (Air Canada agreed to compensate Jazz for the one-time impact of the wage increase on the Jazz defined benefit pension plan); and
• an increase in employee separation program costs of $1.1 million; partially offset by
• a positive change in net unrealized foreign exchange of $5.9 million; and
• a decrease in income tax expense on adjusted items of $8.4 million.

Year-to-Date Summary

Chorus reported Adjusted EBITDA from continuing operations of $158.9 million for the nine months ended September 30, 2024, a decrease of $8.0 million compared to the same prior year period primarily due to:

• a decrease in aircraft leasing revenue under the CPA of $13.3 million primarily due to a change in lease rates on certain aircraft;
• an increase in stock-based compensation of $2.2 million due to an increase in the Common Share price offset by the change in fair value of the Total Return Swap; and
• an increase in general administrative expenses attributable to increased operations; partially offset by
• an increase in other revenue of $13.6 million primarily due to Voyageur’s increased revenue in parts sales, contract flying and MRO activity;
• an increase in capitalization of major maintenance overhauls on owned aircraft of $4.1 million; and
• an improvement in the Controllable Cost Guardrail of $2.0 million.
• Adjusted Net Income from continuing operations of $35.7 million, a decrease of $5.6 million compared to the same prior year period primarily due to:
• a $8.0 million decrease in Adjusted EBITDA as previously described;
• an increase in depreciation expense of $10.4 million primarily attributable to a change in depreciation estimates on certain aircraft and capital expenditures; and
• a negative change in net foreign exchange of $0.3 million; partially offset by
• a decrease of $10.2 million in income tax expense; and
• a decrease in net interest costs of $2.9 million.
• Net income from continuing operations of $33.7 million, a decrease of $39.7 million compared to the same prior year period primarily due to:
• the previously noted decrease in Adjusted Net Income of $5.6 million;
• the Defined Benefit Pension Revenue recognized in 2023 of $29.9 million (Air Canada agreed to compensate Jazz for the one-time impact of the wage increase on the Jazz defined benefit pension plan); and
• a negative change in net foreign exchange of $12.2 million; partially offset by
• a decrease in income tax expense on adjusted items of $8.1 million.

Outlook

The discussion that follows includes forward-looking information. This outlook is provided for the purpose of providing information about current expectations for 2024. Forecast information has also been provided for 2025 and 2026 for Jazz Aviation LP (‘Jazz’). This information may not be appropriate for other purposes. Due to the planned sale of its RAL segment, Chorus has removed consolidated guidance for 2024. Refer to Section 4 of the MD&A for Post Sale Pro forma non-GAAP Financial Measures September 30, 2024). The forecast has changed as a result of updated foreign exchange rates. The forecast has changed as a result of updated foreign exchange rates, changes in assumptions on certain lease rates and lease extensions.

The CPA provides a Fixed Margin to Jazz regardless of flying levels; therefore, any variations in flying are not expected to have any impact on Jazz’s earnings. In addition, Jazz receives compensation for aircraft leased under the CPA that generates predictable Free Cash Flows. Jazz aircraft have amortizing debt that will be fully paid-off at the end of the original lease term under the CPA. At the end of each lease, Jazz will either extend the lease, sell or part-out each aircraft. Subsequent aircraft leases will continue to produce predictable Free Cash Flow at lower rates as the aircraft will be unencumbered.

	Annual Forecast(1)
(unaudited)(in thousands of Canadian dollars)	2024$	2025$	2026(2)$
Fixed Margin(3)	60,900	59,600	43,900
Aircraft leasing under the CPA
Revenue(4)	132,000	116,000	100,000
Payment on long-term debt and interest	96,000	77,000	67,000
Total Fixed Margin and Aircraft leasing under the CPA less payment on long-term debt and interest	96,900	98,600	76,900
Wholly-owned aircraft leased under the CPA (end of period)(4)	48	45	39
Wholly-owned aircraft leased under the CPA available for re-lease (end of period)(4)	nil	3	9

Covered Aircraft

The forecasted Covered Aircraft under the CPA for the years 2024 to 2026 is as follows:

			Change		Change
		Forecast 2024	2025	Forecast 2025	2026	Forecast 2026
Dash 8-400	Aircraft Leased under the CPA	34	(3)	31	(6)	25
	Other Covered Aircraft	5	(5)	—	—	—
		39	(8)	31	(6)	25
CRJ900	Aircraft Leased under the CPA	14	—	14	—	14
	Other Covered Aircraft	21	—	21	(5)	16
		35	—	35	(5)	30
CRJ200	Aircraft Leased under the CPA	—	—	—	—	—
	Other Covered Aircraft	15	—	15	(15)	—
		15	—	15	(15)	—
E175	Aircraft Leased under the CPA	—	—	—	—	—
	Other Covered Aircraft	25	—	25	—	25
		25	—	25	—	25
Total	Aircraft Leased under the CPA	48	(3)	45	(6)	39
	Other Covered Aircraft	66	(5)	61	(20)	41
		114	(8)	106	(26)	80

About Chorus Aviation Inc.

Chorus is a 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.

HALIFAX, NS, Oct. 24, 2024 /CNW/ – Chorus Aviation Inc. (TSX: CHR) (“Chorus“) today announced that all regulatory conditions to completion of the previously announced sale of its Regional Aircraft Leasing segment (the “Transaction“) have been satisfied.

“The fulfilment of all regulatory conditions for the sale of Chorus’ Regional Aircraft Leasing segment is a key milestone towards the completion of this transaction. We thank everyone involved for the continued collaboration, as we move towards a successful completion,” said Colin Copp, President and Chief Executive Officer, Chorus. “This transaction will serve as a catalyst to accelerate value creation for our shareholders, while providing us with the financial flexibility for future growth.”

The remaining conditions to completion of the Transaction are set out in the Sale and Purchase Agreement dated July 30, 2024, which is available under Chorus’ profile on SEDAR+ at www.sedarplus.ca. Completion of the Transaction is expected by the end of 2024.

About Chorus Aviation Inc.

Chorus is a global aviation solutions provider and asset manager, focused on regional aviation. Our current 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.

• Generated strong Free Cash Flow of $28.2 million for the period ended June 30, 2024 primarily derived from operating cash flows.
• Leverage Ratio improved to 3.0 at June 30, 2024 primarily through long-term debt repayments of $79.7 million since December 31, 2023.
• Purchased and cancelled 1.4 million common shares under the current normal course issuer bid (‘NCIB’) during the quarter at a weighted average price of $2.15 per common share.
• Announced agreement to sell Regional Aviation Leasing (‘RAL’) segment (the ‘Transaction’) with closing expected by end of this year, subject to shareholder approval, regulatory approvals and other customary conditions to closing.
• Net loss of $180.6 million for the period ended June 30, 2024, inclusive of a previously disclosed $187 million impairment on discontinued operations. 
• Net income from continuing operations of $8.5 million for the period ended June 30, 2024.
• RAL transaction to eliminate $1.7 billion in financings, including all RAL segment aircraft-related debt, substantially all Chorus’ corporate debt, and US $300.0 million in Series 1 Preferred Shares (‘Preferred Shares’).
• Post closing, the Transaction is expected to significantly improve all of Chorus’ key adjusted metrics on a pro forma basis as follows:
  • Pro Forma Adjusted Net Income available to Common Shareholders per Common Share, basic, from continuing operations $0.08 and $0.17 for the three and six months ended June 30, 2024, respectively;
  • Pro Forma Leverage Ratio of 1.5x at June 30, 2024; and
  • Pro Forma Free Cash Flow of $32.4 million and $67.3 million for the three and six months ended June 30, 2024, respectively.

HALIFAX, NS, Aug. 13, 2024 /CNW/ – Chorus Aviation Inc. (‘Chorus’) (TSX: CHR) today announced its second quarter 2024 financial results.

“Chorus’ second quarter results reflect consistent cash flows from our services businesses and an ongoing improvement in our leverage ratio, demonstrating strength in our key metrics,” said Colin Copp, President and Chief Executive Officer, Chorus. “Chorus generated Free Cash Flow of $28.2 million and improved its Leverage Ratio¹ to 3.0 at June 30, 2024.”

“We maintained focus on creating shareholder value throughout the quarter, buying back 1.4 million of our common shares under the NCIB. Our aviation services businesses continued to generate consistent and strong cash flows, Voyageur increasing its revenue by $4.8 million over the second quarter of 2023” commented Mr. Copp.

“Importantly, at the end of July, we made an important announcement regarding the sale of our RAL segment which, when completed, will set the stage for Chorus’ steady and sustainable future growth,” said Mr. Copp. “After closing of the Transaction, those same metrics on a pro forma basis¹ will see a dramatic improvement, including Adjusted Earnings Per Share, Leverage Ratio and Free Cash Flow after repayment of long-term borrowings.”

Mr. Copp concluded, “While we have seen consistent and steady progress over the last several quarters to help strengthen our balance sheet, the divestiture of the RAL segment will, when completed, unlock the embedded equity value in our business and provide the needed catalyst to enable us to invest in future growth and implement a sustainable return of capital program for our shareholders.”

Second Quarter Summary

On July 30, 2024, Chorus announced it had entered into an agreement to sell its RAL segment. As a result of this Transaction, the RAL segment has been re-classified to discontinued operations, and Chorus’ Regional Aviation Services segment. together with Corporate, is referred to herein as continuing operations. Once the transaction closes, Chorus will have one reportable operating segment and will no longer be required to disclose its results on a segmented basis.

In the second quarter of 2024, Chorus reported Adjusted EBITDA from continuing operations of $51.0 million, a decrease of $2.4 million compared to the second quarter of 2023 primarily due to:

• a decrease in aircraft leasing revenue under the CPA of $4.6 million primarily due to a change in lease rates on certain aircraft;
• an increase in general administrative expenses attributable to increased operations; and
• an increase in stock-based compensation of $1.0 million due to an increase in the Common Share price offset by the change in fair value of the Total Return Swap; partially offset by
• an increase in other revenue of $4.9 million primarily due to Voyageur’s increased revenue in parts sales, contract flying and MRO activity.

Adjusted Net Income from continuing operations² was $11.2 million for the quarter, a decrease of $0.4 million compared to the second quarter of 2023 primarily due to:

• a $2.4 million decrease in Adjusted EBITDA as previously described; and
• an increase in depreciation expense of $3.3 million primarily attributable to a change in depreciation estimates on certain aircraft and capital expenditures; partially offset by
• a decrease of $3.5 million in income tax expense;
• a decrease in net interest costs of $1.0 million; and
• a positive change in foreign exchange of $0.9 million.

Net income from continuing operations decreased $7.2 million compared to the second quarter of 2023 primarily due to:

• the previously noted decrease in Adjusted Net Income of $0.4 million;
• a negative change in net unrealized foreign exchange of $7.4 million; and
• a decrease in income tax recovery on adjusted items of $0.2 million; partially offset by
• a decrease in employee separation program costs of $0.8 million.

Year-to-Date Summary

Chorus reported Adjusted EBITDA from continuing operations of $105.0 million for the six months ended June 30, 2024, a decrease of $4.9 million compared to the same prior year period primarily due to:

• a decrease in aircraft leasing revenue under the CPA of $9.0 million primarily due to a change in lease rates on certain aircraft;
• an increase in stock-based compensation of $2.3 million due to an increase in the Common Share price offset by the change in fair value of the Total Return Swap; and
• an increase in general administrative expenses attributable to increased operations; partially offset by
• an increase in other revenue of $3.3 million primarily due to Voyageur’s increased revenue in parts sales, contract flying and MRO activity;
• an increase in capitalization of major maintenance overhauls on owned aircraft of $2.1 million; and
• an improvement in the Controllable Cost Guardrail of $2.0 million.

Adjusted Net Income from continuing operations of $23.8 million, a decrease of $3.2 million compared to the same prior year period primarily due to:

• a $4.9 million decrease in Adjusted EBITDA as previously described;
• an increase in depreciation expense of $6.9 million primarily attributable to a change in depreciation estimates on certain aircraft and capital expenditures; and
• a negative change in net foreign exchange of $0.5 million; partially offset by
• a decrease of $7.7 million in income tax expense; and
• a decrease in net interest costs of $1.3 million.

Net income from continuing operations of $13.9 million, a decrease of $20.6 million compared to the same prior year period primarily due to:

• the previously noted decrease in Adjusted Net Income of $3.2 million;
• a negative change in net foreign exchange of $18.1 million; and
• a decrease in income tax recovery on adjusted items of $0.3 million; partially offset by
• a decrease in employee separation program costs of $1.1 million.

Consolidated Financial Analysis

This section provides detailed information about Chorus’ performance from continuing operations for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023.

(unaudited)(expressed in thousands of Canadian dollars)	Three months ended June 30,				Six months ended June 30,
	2024	2023	Change	Change	2024	2023	Change	Change
	$	$	$	%	$	$	$	%
		(revised)(1)				(revised)(1)
Operating revenue	351,218	327,454	23,764	7.3	709,812	667,085	42,727	6.4
Operating expenses	326,769	298,052	28,717	9.6	657,401	603,957	53,444	8.8
Operating income	24,449	29,402	(4,953)	(16.8)	52,411	63,128	(10,717)	(17.0)
Net interest expense	(8,805)	(9,785)	980	(10.0)	(18,096)	(19,386)	1,290	(6.7)
Foreign exchange (loss) gain	(4,510)	2,001	(6,511)	(325.4)	(14,060)	4,550	(18,610)	(409.0)
Gain on property and equipment	15	10	5	50.0	15	10	5	50.0
Income before income tax	11,149	21,628	(10,479)	(48.5)	20,270	48,302	(28,032)	(58.0)
Income tax expense	(2,699)	(5,949)	3,250	(54.6)	(6,410)	(13,866)	7,456	(53.8)
Net income from continuing operations	8,450	15,679	(7,229)	(46.1)	13,860	34,436	(20,576)	(59.8)
Net (loss) income from discontinued operations	(189,023)	4,639	(193,662)	(4,174.6)	(182,123)	17,901	(200,024)	(1,117.4)
Net (loss) income	(180,573)	20,318	(200,891)	(988.7)	(168,263)	52,337	(220,600)	(421.5)
Net (loss) income attributable to non-controlling interest	(1,100)	1,267	(2,367)	(186.8)	2,391	1,757	634	36.1
Net (loss) income attributable to Shareholders	(179,473)	19,051	198,524	1,042.1	(170,654)	50,580	(221,234)	(437.4)
Preferred Share dividends declared	(8,979)	(8,816)	(163)	1.8	(17,827)	(17,687)	(140)	0.8
(Loss) earnings attributable to Common Shareholders	(188,452)	10,235	(198,687)	(1,941.3)	(188,481)	32,893	(221,374)	(673.0)
Adjusted EBITDA	50,998	53,414	(2,416)	(4.5)	105,018	109,875	(4,857)	(4.4)
Adjusted EBT	14,061	17,963	(3,902)	(21.7)	30,347	41,340	(10,993)	(26.6)
Adjusted Net Income	11,222	11,659	(437)	(3.7)	23,794	27,040	(3,246)	(12.0)

Outlook

The discussion that follows includes forward-looking information. This outlook is provided for the purpose of providing information about current expectations for 2024. Forecast information has also been provided for 2025 and 2026 for Jazz Aviation LP (‘Jazz’). This information may not be appropriate for other purposes. Due to the planned sale of its’ RAL segment, Chorus has removed consolidated guidance for 2024. Refer to Section 4 of the MD&A for Post Sale Pro forma non-GAAP Financial Measures June 30, 2024. Chorus’ guidance for Jazz is unchanged.

The CPA provides a Fixed Margin to Jazz regardless of flying levels; therefore, any variations in flying are not expected to have any impact on Jazz’s earnings. In addition, Jazz receives compensation for aircraft leased under the CPA that generates predictable Free Cash Flows. Jazz aircraft have amortizing debt that will be fully paid-off at the end of the original lease term under the CPA. At the end of each lease, Jazz will either extend the lease, sell or part-out each aircraft. Subsequent aircraft leases will continue to produce predictable Free Cash Flow at lower rates as the aircraft will be unencumbered.

	Annual Forecast(1)
(unaudited)(in thousands of Canadian dollars)	2024$	2025$	2026(2)$
Fixed Margin	60,900	59,600	43,900
Aircraft leasing under the CPA
Revenue	130,000	113,000	93,000
Payment on long-term debt and interest	95,000	74,000	66,000
Total Fixed Margin and Aircraft leasing under the CPA less payment on long-term debt and interest	95,900	98,600	70,900
Wholly-owned aircraft leased under the CPA (end of period)	48	39	39
Wholly-owned aircraft leased under the CPA available for re-lease (end of period)	nil	9	9

About Chorus Aviation Inc.

Chorus is a 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. www.chorusaviation.com.

Transaction to unlock significant embedded equity value for common shareholders¹ and position Chorus for the future

• Sale price of $1.9 billion to unlock embedded equity value in the Regional Aircraft Leasing (“RAL“) segment, with net proceeds of $814 million.
• Transaction to eliminate $1.7 billion in financings, including all RAL segment aircraft-related debt, substantially all Chorus corporate debt, and US$300 million in Series 1 Preferred Shares.²
• Pro forma Leverage Ratio³ as at the end of 2023 would decrease to 1.8x from 3.6x, with substantially all remaining debt relating to aircraft operated by Jazz Aviation under the Capacity Purchase Agreement (the “CPA“) with Air Canada and supported by fixed payments under the CPA.
• Pro forma Free Cash Flow³ after debt payments as at the end of 2023 is higher by 29%.
• Post-closing, Chorus to produce higher Free Cash Flow after debt repayments and have significant liquidity to both enable growth in aviation services and accelerate the return of capital to common shareholders.
• Brookfield Asset Management Ltd. (NYSE: BAM, TSX: BAM) through its Special Investments program, and Air Canada (TSX: AC), Chorus’ two largest common shareholders⁴, endorse the transaction.

HALIFAX, NS, July 30, 2024 /CNW/ – Chorus Aviation Inc. (“Chorus” or the “Company“) (TSX: CHR) announced today that it has entered into an agreement to sell all assets in its RAL segment, including Falko Regional Aircraft Limited (“Falko“) and Chorus’ equity interests in the aircraft investment funds managed by Falko and its affiliates to affiliates of investment funds managed by HPS Investment Partners, LLC (the “Transaction“). The aggregate consideration for the Transaction is approximately $1.9 billion, of which $814 million is in the form of cash (net of estimated transaction expenses) and $1.1 billion is in the form of aircraft debt to be assumed or prepaid by the buyers at closing and the value of the non-controlling interest.⁵

“We are pleased to announce this transaction, which is a catalyst for unlocking the embedded equity value in our RAL segment,” stated Colin Copp, President and Chief Executive Officer, Chorus. “This is a compelling transaction for shareholders with net proceeds representing a significant premium to the implied market value of the segment⁶ and at a price consistent with the trading multiples of our aircraft leasing peers.⁷“

“This transaction will allow us to significantly reduce our debt and corporate financings, leaving Chorus with strong and predictable free cash flows from our long-term contracts. That will enable us to implement a sustainable return of capital program for our common shareholders and invest in future growth,” said Mr. Copp. “We will leverage our deep operational expertise and capabilities to focus our growth on aviation services, as demonstrated by recent growth in Voyageur’s business.”

“This decision follows rigorous analysis and a sharp focus on accelerating value creation for shareholders. With the macro-economic environment, it became apparent that the transition to an asset light leasing model would take longer than originally anticipated,” said Paul Rivett, Chair, Board of Directors, Chorus. “Shareholders expected a strong, near-term catalyst for value creation. After evaluating various options, we determined that a sale of the RAL segment would give us the flexibility to pursue future growth and return capital to our shareholders faster.”

“We support the decision to sell the RAL segment, which allows the company to execute on its strategic plans, and we appreciate management’s efforts in negotiating a favorable transaction for Chorus,” said Frank Yu, a Managing Partner in Brookfield’s Special Investments program.

Brookfield holds approximately 13.2% of Chorus’ outstanding common shares, and Air Canada holds approximately 8.1% of Chorus’ outstanding common shares. Both shareholders have signed voting support agreements with the buyers pursuant to which they have agreed to vote in favour of the approval of the Transaction and are expected to maintain representation on the Company’s board of directors following completion of the Transaction. Chorus and Air Canada have also agreed to amend and restate the investor rights agreement between them to, among other changes, reinstate Air Canada’s pro rata pre-emptive rights and reduce the ownership threshold applicable to Air Canada’s director nomination right. A copy of the amended and restated investor rights agreement will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca on or before the filing of the Company’s Material Change Report.

The Transaction is expected to close by the end of this year.

About Chorus Aviation

Chorus is a 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.