Chorus Aviation Inc.

Thank you, operator. Good morning and thank you for joining us today for our second quarter 2021 conference call and audio webcast.

With me today from Chorus are Joe Randell, President and Chief Executive Officer; and Gary Osborne, Chief Financial Officer. We’ll start by giving a brief overview of the results and then go on to questions from the analyst community.

Because some of the discussion in this call may be forward-looking, I direct your attention to the caution regarding forward-looking information and statements, which are subject to various risks and uncertainties and assumptions that are included or referenced in our management’s discussion and analysis of the results and operations of Chorus Aviation Inc. for the period ended June 30, 2021, the outlook section and other sections of our MD&A where such statements appear.

In addition, some of the following discussion involves certain non-GAAP financial measures, including references to EBITDA, adjusted EBITDA, adjusted EBT and adjusted net income. Please refer to our MD&A for a discussion relating to the use of such non-GAAP measures.

I’ll now turn the call over to Joe Randell.

Thank you, Natalie and good morning everyone. COVID-19 pandemic continues to negatively affect the aviation industry.

However, there are encouraging signs of recovery. Increasing rates of vaccination are contributing to the lifting of travel restrictions in many markets.

And the evidence is there, people are returning to air travel when they feel safe and free to engage in public. These are unprecedented times and unchartered territory.

And despite that, we've managed our business well throughout this period and have consistently reported profitable financial results as evidenced by our second quarter net earnings of $0.12 per basic share, or $0.06 on an adjusted basis. We continue to generate positive cash flow from operations.

We've successfully raised capital, reduced overall debt and created additional flexibility by increasing the level of our unsecured debt. We've maintained healthy liquidity levels and worked with substantially all of our customers to further strengthen relationships for the long-term.

At the same time, given COVID-19 complexities and uncertainties, which vary by region, we are realistic and that we have that we do have airline customers continuing to struggle in some countries that are still severely impacted by the pandemic. And this has continued to impact our results.

As Gary will explain in more detail, our second quarter earnings were negatively impacted by off lease aircraft, lower lease revenue due to certain lease amendments, which included term extensions and the 2021 CPA amendments and a lower foreign exchange rate over the same period last year. As shared in our last report out, we hit important milestones that further strengthened the foundation of our business, such as revising our contract with Air Canada to our mutual benefit.

We've also expanded our reach into cargo operations and the aerospace and defense sectors and put our repossessed aircraft to good work with new customers, long-term leases. These accomplishments are commendable given this very challenging environment but not at all surprising to me when you consider the incredible talent and expertise of our team.

We've now placed all of our repossessed Dash 8-400s with three new customers being connected airlines, Sky Alps and Cobham, bringing the number of us off lease aircraft down from 13 at its peak to eight. I'm proud of our team's collaborative efforts in finding opportunities and delivering integrated solutions to place these assets.

You may recall that we repossessed these aircraft in 2020 and reconfigured them for return to service at our facilities in North Bay and Halifax, again demonstrating our ability to manage every stage of an aircraft's lifecycle. We're managing our leasing business prudently and are maintaining close contact with our customers in the quarter.

We collected approximately 67% of lease revenue up from 62% in the first quarter. So as the recovery continues to gather pace around the world, we should also benefit from further increases in our collections.

While we do see new leasing opportunities, we're maintaining a cautious approach and will be very selective until there's more certainty in passenger travel demand. We are expanding our reach into cargo flying through our three-year contract with Purolator and we will look to grow this relationship.

Our new agreements with Transport Canada and the Canadian Armed Forces have broadened our work in the aerospace and defense industries. We've already begun to upgrade and modify Transport Canada's National Area Surveillance Program fleet of Dash 8 and Dash 7 aircraft with new surveillance equipment, and our partnership with General Dynamics Mission Systems Canada to provide in service support for Canada's manned airborne intelligence surveillance and reconnaissance program is in the initial stages as we spool up for the first aircraft deliveries scheduled in the third quarter 2022.

With the expectation of being fully operational by the end of that quarter. These are exciting developments for us, the impact of these long-term contracts will begin to positively affect [indiscernible] earnings throughout the second half of 2021 and beyond.

On the CPA front, we now have all 25 Embraer 175s on property, and we'll have inducted of these aircraft into the Jazz fleet by the end of this month. As vaccination numbers in Canada improve and the spread of COVID-19 subsides, Jazz is flying activity is increasing.

With this expected increase, we've started to recall some of our frontline and administrative employees and will continue to do so as operations ramp up. As previously mentioned, our fixed fee compensation is set under the CPA and does not vary based on flight activity.

I extend my gratitude to our employees for delivering another good quarter, especially in this challenging environment and for doing so safely. We have been very successful today in mitigating the impact of this crisis on our business and remain confident in our team's ability to manage through the remainder of the pandemic.

Thanks very much for your time, and I'll now pass the line over to Gary.

Thank you, Joe, and good morning. Here's how the second quarter of this year compares to the second quarter of 2020.

We generated adjusted EBITDA of 76.9 million and adjusted net income of 11.4 million in the quarter with decreases of 14.2 million and 10.3 million respectively, resulting in adjusted EPS of $0.06 versus $0.13 in the second quarter of 2020. This was primarily due to the continued impact of COVID-19 on results.

The effects of the recently negotiated CPA [indiscernible] Air Canada's Express 70 to 78 seat operations being consolidated within Jazz, as well as reduction in earnings due to lower U.S. dollar exchange rate.

Throughout segments adjusted EBITDA decreased by 9.4 million, primarily due to lower lease revenue attributable to the continued impact of COVID-19 on results related to off lease aircraft, negotiate amendments to certain lease agreements including extensions and lower earnings due to the lower U.S. dollar exchange rate, partially offset by additional aircraft earnings lease revenue.

As mentioned earlier, CAC has negotiated significant lease extensions with some of its lessees in exchange reductions to its original lease rates, thereby strengthening its partnership with its customers into our mutual benefit despite our near-term reduction in lease rentals. These lease amendments result in reduced revenue over the remaining term of the original lease.

[Audio Gap] In accordance with IFRS 16. The RAS segments adjusted EBITDA decreased by 4.8 million.

The second quarter results were impacted by a decrease in fixed margin of 2.4 million in accordance with the CPA contract, an increase in general administrative expenses, offset by an increase in other revenue due to an increase in third-party MRO activity and contract volume and an increase in aircraft leasing revenue under the CPA is 0.3 million, primarily due to nine incremental CRJ 900s offset by the removal of the Dash 8-300 fleet and lower earnings of 3.7 million due to lower U.S. dollar exchange rate.

Our quarterly earnings were negatively impacted by lower U.S. dollar exchange rates which decreased by more than 11% moving from an average rate of approximately 1.39 in Q2 2020 to $1.23 in Q2 2021.

It's important to note the majority of our aircraft leases, leasing revenues are for both RAL and RAS are in U.S. dollars.

And we pay principal and interest payments in the same currency, thereby effectively hedging our currency exposure. Adjusted net income was 11.4 million in the quarter a decrease of $10.3 million due to the $14.2 million decrease in adjusted EBITDA as previously described, an increase in net interest costs of 2.6 million primarily related to the 6% unsecured, convertible debentures issued in April 2021 and the increase indebtedness under credit facilities added in the second quarter of 2020 and a $1.4 million increase in adjusted income tax expense, offset by a decrease in depreciation expense of 3.7 million, a decrease of 2.2 million related to foreign exchange and an increase in gain on property and equipment of 2.1 million.

Net income decreased 7.6 million over the period, due to the previously noted decrease in adjusted net income of 10.3 million, a reduction in net unrealized foreign exchange gains on long-term debt of 10.7 million and a decrease in income tax recoveries on adjusted items of 3 million offset by a decrease in impairment provisions of 9.5 million in the RAL segment and a reduction in net lease repossession costs of 5.3 million. Now turning to liquidity.

We ended the second quarter with 177.9 million in liquidity, an increase of 6.6 million from the first quarter of 2021 due to the positive cash flows from operations of 15 million. The receipt of the net proceeds from the 2021 capital raise of 138.1 million an increase in cash related to changes in restricted cash and security deposits of 18.8 million offset by additions to property and equipment of 10.6 million primarily arising from investments in reconfiguration of off lease and re-leased aircraft.

Debt repayments of 154.7 million related to scheduled repayments of 49.1 million, early repayments of amortizing term loans on six aircraft totaling 71.7 million and the repayment of all deferred amounts owing under aircraft loans of 33.9 million. Other key liquidity movements during the quarter include, the increased receivable from Air Canada of 20.1 million primarily related to the controllable cost per RAL and increased [buying] [ph] in other activities.

Increased RAL lease receivables by 2.6 million and decreased accounts payable of 20.2 million due to the semi-annual repayments on aircraft leases and interest owing along with reductions in general trade payables. As of June 30, the controllable cost per RAL was 10.2 million over the agreed cap of 20 million and the excess amount was a last month in line with the CPA agreement.

We have seen Canadian Air travel begin to spring back to life here in the second quarter. With that we expect the current level of working capital requirements to continue throughout the remainder of the year as the CPA operations ramp up very quickly.

As COVID impact varies by region and our CAC portfolio is global in nature, we anticipate that CACs gross lease receivable at 56.3 million U.S. at the end of the second quarter could increase up to 60 million U.S.

by the end of the fourth quarter of 2021 which is consistent with our own work share last quarter. Planned capital expenditures in 2021, including capitalized major maintenance overhauls are estimated to be between 19 million and 29 million.

This estimate includes between 8 million and 12 million that will be included in the controllable costs and paid by Air Canada. Planned aircraft related acquisitions are expected to be between 41 million and 50 million in 2021.

Actual spend at June 30, 2021 was 40.6 million. While there are no further significant capital growth expenditures forecasted for 2021 at this time, we continue to prudently evaluate new transactions while also remarketing our off lease aircraft.

We are also focused on creating additional flexibility in our capital structure by paying down our adjusted net debt. By the end of the second quarter we successfully completed the capital raise with gross proceeds of 145.1 million and reduced our adjusted net debt by 153.6 million.

We also increased our percentage of unsecured debt to approximately 14% of total debt and brought our unencumbered asset pool to approximately 110 million U.S. We anticipate continuing with our debt reductions while evaluating growth opportunities over the course of this year.

Before opening the call to questions from the analyst community, I would like to acknowledge the continued outstanding efforts of our team during the first half of 2021 in a challenging and evolving operating environment. That concludes my commentary.

Thank you for listening. Operator, you can open the call for questions.

Maybe if I could just ask a question on FX and versus a year over-year, maybe just quarter-over-quarter. So if I look at -- just underlying trends, look to have improved from Q1 into Q2.

But I guess in both segments, on a sequential basis, your adjusted EBITDA was down roughly 3 million. I think in both your segments.

Just wondering if you have to frame it, like how much of that sequential decline was due to the strengthening sequential tag versus printing some of the other moving parts you highlighted?

Yes. I think if you look at this evidence, Gary here, good morning.

When I look at the year-over-year decrease, if you look at Q2 this year, versus last year it was almost a $0.16 decline, which is about 11.4% or 11.5. So you can see if it was pretty significant in the quarter and throughout the MD&A, there we do show the impact in the various units.

And with that, we did have a pretty substantial impact year-over-year, if you look to last quarter, which was kind of a level setting period for us, as you know, because we did the CPA amendments. And there was a lot of pieces of [plane] [ph], it is a good proxy.

Even just from last quarter, we saw nearly a $0.04 decrease in the average rate. And that impacted us by almost $2 million across the business, I think around 1.8.

If you look at the average exchange rate. So you can see in our disclosure, we put in the average exchange rate in the back table.

And just to highlight it, while we don't have foreign exchange exposure, per se, in the sense we pay debt in the U.S. we earn revenue in the U.S., we do have that translation issue.

And we just wanted to highlight that for everybody, as we move ahead, so that you can, look at your modeling and your figures and adjust accordingly. Because we are seeing, some short-term volatility in that U.S.

dollar amount.

That makes sense. And I apologize, if it's in your disclosures here.

Do you have a like a rule of thumb in terms of -- I appreciate your naturally hedged throughout the P&L but just from an EBITDA or even an operating income perspective, every penny move in the CAD is X dollars or operating income. It's a rule of thumb, we should be thinking out here.

Yes, for sure. I think when you look at the foreign exchange exposure on to adjusted EBITDA, you should be looking at the revenue for the leases under the CPA that was about 35 million in the quarter.

And for [indiscernible] adjusted EBITDA is all in U.S. funds.

It's a US based entity, it does have some euro loans under there, but it is a U.S. consolidated entity into a Canadian, that was about 25 million in adjusted EBITDA.

So if you use that those two as your proxy for the impact, you would look at a $0.01 change in your exchange rate. You'd have about $0.5 million roughly in the quarter.

So annually, it about $2 million.

Okay. That is super helpful.

Thank you. And maybe just turning back to the ramp up here.

Maybe first, as you bring the labor back on as you rebuild the network, to reflect the improving outlook for domestic travel. Can you remind me how the CPA covers this?

It does seem like if you look at south of the border, some of the airlines are having some issues bringing this on -- to the extent that there's some level of -- let's call it inefficiency. Is it covered by the CPA, or do you have to kind of predict this pretty, pretty accurately and any miss kind of gets borne out to your P&L?

Okay. So back to the amendments with the CPA, we are exposed only by the $2 million plus or minus on the guardrail.

So what ends up happening Kevin, is we ramp up here, what we're seeing is we're investing obviously more training and startup costs. Those are covered under the CPA and that's why you've seen the -- before but investment around 10 million in the quarter in essence, we expect to see that investment continuing along.

So our exposure is limited to the plus or minus $2 million on the guardrail, despite the startup. So look at it -- there is no P&L impact other than the 2 million, it's a [indiscernible] capital investment we will make over the balance of the year.

Okay. That's helpful.

And just last one for me kind of on the same -- on the along the same vein there. Just as you're calling people back, are you seeing any issues in terms of labor availability, or even bottlenecks in terms of training, or has it been pretty seamless?

No. The ramp up has been very fast.

We've been adding a lot of capacity for Canada. But generally, if there's an occasional hiccup, but it's going well, people are coming back to work, et cetera.

So before too long things should be very, very even and settle down. But obviously, when you have an operation that's coming back this quickly, it can be challenging on any given day operationally.

But overall, I have to say things have been going well.

Excellent to know because as they travel returned here, I'll leave it there. Thanks for taking my questions.

Thanks very much. Good morning.

A couple of questions on the -- I guess the aircraft leasing business. You've done a pretty good job of remarketing, the Q400s that that you repossessed, just wonder if you can talk a bit about the prospects for the eight remaining aircraft that are off off-lease?

Yes. Well, we hope to have positive things to say about this soon.

But we are making progress. we're optimistic.

So stay tuned. I think the team has done a great job of reaching out in the market and finding opportunities.

So we are optimistic about placing the majority of the remaining airplanes in the not too distant future.

Okay. No, that's great to hear.

And I guess sort of secondarily is, if assuming you do get those aircraft back on lease, given, I guess, the renegotiated rates you've had with some of your customers in return for some lease extensions? Can this be a profitable business again, going forward?

Or do you -- is there something that's changed at all fundamentally, your or do you actually need to have all those aircraft back on lease, to get back to net profitability?

Well, the lease rates are lower, there's a surplus of airplanes that have come out as a result of the pandemic, the market is now absorbing some of that as it comes back. So, the lease rates for those repossessed airplanes are certainly lower than the original lease rates.

And I expect that will probably occur on repossessed airplanes for the next little while. But the outlook on the business is actually pretty positive, because we believe that as the market comes back and there will be a good demand for regional air travel and that more carriers will be interested in leasing airplanes than we are previously because their balance sheets have been hit by this as well.

So I think the business is to come back, there's no question. But the big question for everybody is exactly when?

And as you can see in the media every day, one day, you're optimistic, the next day, there's somebody rings on the parade and it's challenging. But, it's going to take a little while, we've worked to keep the aircraft that we have with our customers in place and productive and while we've worked with them in terms of their payments.

The good news is that we're extending term and the time in which we will get this fleet back will be extended into the future. So, it's tough right now.

But we're optimistic that things will come around.

Cameron, Gary here. I think a couple things to note, we've hit 13 aircraft off lease, and we'll get those back to work.

So the revenue will start to come in for those aircraft. We've also, as you noted in our disclosure, pay down, just over $70 million in depth down below in RAL, so that'll certainly help from that side.

And I'd also point out that, some of the costs and expected credit loss that you're seeing, we hope over the course of time those will come down. So you combine a lot of those things that we do expect to return to some level profitability here as we move ahead.

Okay. That's helpful.

And maybe just lastly, for me just a quick modeling question. Just around depreciation expense, because it's moved around quite a bit in recent quarters.

There's been some unusual things happening as well. I'm just looking at the sort of the Q2 depreciation number is adding kind of a good run rate based on the current lease size that you have right now.

Yes, I would think it would be -- we've gone through a few adjustments, as you know, with the CPA and with all that, I think it's a pretty reasonable run rate moving ahead, yes.

Maybe just touching upon Cameron’s question in a different way. If we look at the leasing segment, obviously a sequential decline there in revenue in U.S.

dollars, from Q1 to Q2. That's despite some of the Q400s starting to generate revenue again.

And you mentioned in the prepared remarks that there were certain lease amendments, I'm wondering if you can expand on those lease amendments a little bit, perhaps touching on how this could impact other customers, if industry, lease rates are coming down.

Shawn, its Gary here. So in the quarter, you're right, we came down in U.S.

revenue -- when you converted it over into Canadian, obviously, the foreign exchange was in there. And then, we had the lease modifications in there for those or the lease amendments.

When you look at the aircraft, we just placed a minimal impact in the quarter, because they got placed during the quarter. So there's not a large impact from those.

But moving ahead, we're going to look for win-win situations with our leasing clients and look to create value. When we look at it, it could have some impacts, like you saw, but we continue to try and minimize those as best we can and create the most value again.

Okay. Thanks.

And then just looking at the Dash 8 aircrafts that have recently been removed from the CPA with Air Canada. And there's a number of options available to you for those aircraft, including just selling them leasing parting [indiscernible], using for cargo.

Just wondering if you can update us on how conversations with potential customers are going for the monetization of those assets.

Yes. We're continuing to assess the market.

And it's time dependent as well because we need to be careful in entering into any type of an agreement to sell or lease these assets at very, very depressed rates, when you feel the market could be coming back and being stronger, which we do believe is the case. So we are looking at different options for the airplanes.

There are still a number of them in the CPA that are being operated and will be operated until probably the end of the year or slightly into the new year. So we did -- the aircraft are active, et cetera.

But we continue to see these assets as being very valuable and it depends on the timing and exactly what we do. So it's a work in progress.

But I really can't tell you more than that, other than we believe these Dash 8-300s are very valuable. The 50 seat airplanes are -- there's only one manufacturer, it's very expensive, a new ATR 42.

And these aircrafts have a lot of life as you know, we put the life extension program into these airplanes to extend their life by another 50% over the existing life. And we believe that as the market comes back, there will be good demand.

And as well, we're making progress in the cargo business as we talked about there. And we've converted a number of the Dash 8-100s and are looking to do more of that.

And these are assets that we have as well that are presently idle. So I think we've got good leverage going forward in terms of how we use these Dash 8 classics, relay through our Voyageur operation.

Maybe I'll just, rephrase a similar question to my peers here, on a constant currency basis, with all the puts and takes in the leasing business. Are you expecting, constant currency revenue growth sequentially in Q3 and Q4?

When we looked out over the next number of quarters, it would be very modest. We do three aircrafts.

Based on what we have announced today, those three aircraft would have very modest impact, so it'd be pretty flat.

All right, fair enough. But then, maybe on the RAS side, can you maybe discuss any one-time SG&A impacts that may have impacted the quarter?

I think, even it was a little bit lower than it's been over the past four quarters, and then I’m just trying to figure out if there was anything that impacted there.

Yes. No, there's nothing out of the ordinary, we do have plus or minus a couple million dollars that goes through in any given quarter.

When I look back into the last – quarter-over-quarter, Q1 of this year to Q2 this year, it doesn't take much to move the needle. But we just have small amounts that make their way through, sometimes they manifest themselves a little more on one quarter than another.

So I don't think, I would read much into that other than that piece. So that's on the RAS side there.

Right. And then just lastly, for me, the $65 million that you quote, in terms of valuation for the Dash 8, is that what they would be currently valued at, what you would consider to press level?

So I mean, there's upside from that number as that one continue to grow.

Yes. So the way that works is, when you assess them, you have to look at the current market value of what you think the aircraft are worth.

And when we assess that within that current environment, so the answer is, it's based on where we see it today. Can't comment on where it'll move in the future other than, we feel those assets are fairly valued and we think there's going to be a market for the moving ahead.

It’s [indiscernible] in for Walter. So my first question just with the 155 million being put towards debt reduction during the quarter?

Does this marketing material change in your near term? And maybe even medium term plans to procure new aircraft and grow the leasing business?

Sorry, I didn't get the full question. I get the 155 million in debt reduction.

You're very muffled.

Sorry. Does that market change in your plans to procure new aircraft and grow the leasing business?

No, we continue to look and assess for proven and accretive transactions in the leasing side. The pay down in depth was our way of certainly bring down our adjusted net debt and right sizing the balance sheet in that.

So it doesn't impact at all how we're assessing the market and how we're moving forward. We continue to look forward for good transactions.

Okay. That's helpful.

And then, just a quick question kind of on the Delta variance, and you ever saw Southwest come out and recently reduced their near-term outlook. Have you seen a similar impact that often the Delta activity of some of your regional leasing customers, or has it been pretty new thus far?

No, I think I got the question. You're a little muffled.

I think it's the effect of the Delta variant and the utilization on the fleet in our leasing customers. The utilization of the fleet by our leasing customers continues to improve, which is a good sign.

So each of these countries is in a different place, certainly. But, as we've said before, especially in some of these developing countries where they have some of the greatest challenges, our fleet provides essential services in terms of remote areas and things of that nature.

So the utilization is increasing but still has ways to go.

I just wanted to circle back on the regional leasing, or third-party leasing revenue and get a sense on how many of the 52 leases that you have outstanding have been negotiated lower. And how many are still in negotiation today.

So we won't go into the existing customers. We've been working through those but the three aircraft that got placed were certainly lower than where they started.

If that answers that question, but we can't go into the existing customers.

Okay, but can we expect more pressure on that revenue line item going forward then?

Right now what we're seeing is flat. But look, the reality is the COVID variance and the industry is still making its way through it.

So there is possibility that there could be some more noise in that as we move ahead. But certainly, we're looking for the win-win in this situation.

So that's the way we've been -- that's the way we're approaching it.

Yes. I think it's probably best to look at it right now.

We don't want to be super optimistic or super pessimistic is that it's steady as it goes. We have some customers that have not have had the lease rate, and the lease agreement continuous in full effect and others that have been challenged.

So it's really a mixture.

And as we mentioned in the quarter, once we strike one of these agreements as a new agreement and it gets accounted for the revenue based on that new agreement over a straight line basis. So if new agreements come up, you could still see more of that.

But we continue to work with our clients to recover as much of the original lease as we can and obtain the best benefit we can.

Okay. And then, the planes that you guys have remarketed, and it might be entirely coincidental that they're all Q400s and the same customer.

But is there a preference that you're seeing in the marketplace between the aircraft types, like the Q400s may have more demand versus the ATRs and CRJs?

No material difference. It was just that the customers that we placed those airplanes with had specific circumstances that made the Dash-8-400 more appealing.

But the ATR continues to be a very marketable asset. And they continue to manufacture the ATRs, whereas Of course, the Dash 8-400 manufacturing is on a pause.

So I think because there are no new airplanes, it may help with some of the placement of the older ones there. But it's hard to say both assets are really very well accepted.

And the majority of what we have left of the aircraft we have left, we have 6 ATR 72s and 2 CRJ 900s. So, but, again, on the turboprop side, this is a market that we feel is resilient.

And we'll be -- and demonstrate that I think as it comes back because of the special geographies and conditions that this fleet operates in.

Thank you, operator. And thank you everyone for taking the time to be with us this morning.

We will now conclude the call and wish you a good day. Thank you.