Chorus Aviation Inc.

Good morning, ladies and gentlemen, and welcome to the Chorus Aviation Incorporated third quarter 2025 financial results conference call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question and answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Friday, November 7th, 2025. I would now like to turn the conference over to Matt LaPierre. Please go ahead.

Thank you, Operator. Hello, and thank you for joining us today for our third quarter conference call and audio webcast. With me today from Chorus are Colin Kopp, President and Chief Executive Officer, and Gary Osborne, Chief Financial Officer. We will begin today's call with a brief summary of the results, followed by questions from the analyst community. As there may be some forward-looking discussion during this call, I ask that you refer to the caution regarding forward-looking statements and information found in our MD&A. This pertains specifically to the results and operations of Chorus Aviation Inc. for the three months ended September 30th, 2025, as well as the outlook section and other sections of our MD&A where such statements appear. Finally, some of the following discussion involves non-GAAP financial measures, including references to adjusted net income, adjusted EBT, adjusted EBITDA, leverage ratio, and free cash flow. Please refer to our MD&A for further information relating to the use of such non-GAAP measures. I'll now turn the call over to Colin Kopp.

Good morning, everyone, and thank you, Matt. I'm happy to report that we continue to execute well on our plans and delivered solid financial results in the third quarter. We recently announced our second SIB this year with the intent of repurchasing up to $50 million of common shares. Year-to-date alone, we've repurchased $35.2 million in share buybacks. And since we started the program in 2022, We have committed $124 million to share buybacks when you include the most recent $50 million SIB offering. Additionally, this past quarter, we completed the redemption of our Series B debentures, which substantially completes our debt repayment plans and balance sheet restructuring. And today, we announced our second dividend payment of $0.08 per share for the quarter. I'm also happy to confirm that we've executed agreements to sell all nine of the Dash 8 400 aircraft that we've been marketing for net proceeds of approximately 86 million Canadian dollars, unlocking meaningful value. The acquisition of Ellison was also completed this quarter, building on our specialized MRO and defense capabilities. Ellison adds industry-leading expertise to our engineering capabilities. and will enable us to capture higher value opportunities and further strengthen the Voyager business. Let me turn to the operating side of the business now. Doug and the Jazz team performed exceptionally well from both an operational and financial perspective this quarter, delivering solid on-time performance for the quarter and generating strong and consistent earnings. On October 23rd, we were excited to see Air Canada's announcement on the expansion of trans-border routes and enhanced domestic service from Billy Bishop Toronto City Airport. Jazz is a proud partner of Air Canada and looks forward to operating the newly expanded routes. On the labor front, Jazz also announced recently that, subject to ratification, it has successfully reached a tentative agreement with its union, AMFA, for the heavy and line maintenance employees. Pilot recruitment at Jazz remains strong, with a healthy intake of new pilots and training cohorts from Cignet. And this past quarter, Jazz has seen operational performance continue to excel across all key metrics. reflective of JAS's outstanding service delivery and the team's expertise. On the Voyager front, Corey and the team have been very busy and continue to execute on their long-term growth plans. They've been principally focused on growing their higher margin business in defense, specialty MRO, and part sales. With the change in geopolitical environment, the UN and World Food Program flying contracts have seen increased cost pressures, And while Voyager has been transitioning away from these lower margin contracts, this change has motivated Voyager to expedite their move to higher margin opportunities quicker than originally planned. While this had a small impact on revenue, the expedited shift enables us to further improve operating margins and generate greater free cash flow. As well as shift frees up a couple of assets which we plan to sell, further strengthening the business, and Voyager's revenue is still up year-to-date by approximately $10 million. On the growth side, Voyager was recently awarded a contract by the Department of National Defense to provide a specialized aviation support to the Aerospace Engineering Test Establishment, AT, operating out of Ottawa. Under the terms of the contract, Voyager will establish a dedicated maintenance capability within AT's hangars and provide a leased aircraft to support pilot proficiency and operational readiness. We're happy to report that the Matreya Dash 8300 aerial firefighter aircraft was successfully completing its first certification flying. And in North Bay and the second aircraft is well under production now. The Cignet team under Lynn's leadership continues to grow nicely and expand its industry footprint. In July, Cignet announced its partnership with Porter Airlines and CAE to launch a new pilot training program designed to support Porter's pilot recruitment needs. Additionally, Cignet recently signed a referral program agreement with Air Tindy and Summit Air as part of its free agent program. This partnership connects our Cignet trained pilots with real-world careers at these airlines. Cignet has also recently entered into an agreement with Canada Air College to launch an integrated pilot training program beginning in the fall of 2026. The program will provide graduates with both a recognized academic credential and one that is Transport Canada certified. To support the program, Cignet will establish a permanent training and maintenance base in North Bay, leveraging Voyager's facilities and maintenance expertise. With the acquisition of Ellison under the leadership of TAFE and Stefan, and with Ellison's unique engineering and certification expertise, Voyager and Ellison are collaborating closely and looking at new growth opportunities in the defense and specialty engineering areas. Our steady progress and determination over the past 24 months has been on repositioning course in our balance sheet, strengthening the value of our business, improving our profit margins, growing our free cash flow, and ultimately driving shareholder returns. With the business realignment substantially complete, we're now focused on steady accretive growth and on driving shareholder returns. We see Chorus as a global leader and trusted Canadian partner with a diversified and expanding portfolio of businesses. Leveraging our deep expertise in aviation, aerospace, and defense, we are well positioned to build long-term value and generate free cash flows. enabling creation for our shareholders. I want to thank our employees and leadership teams across all our businesses for their dedication and execution and for driving our success. To our investors, thank you for your continued support. We remain focused on delivering long-term value and building a resilient, industry-leading business. I'll now pass it over to Gary to take you through the financials.

Thank you, Colin, and good morning. We are pleased to report our Q3 2025 results that continue to generate positive and strong earnings and free cash flows. For the quarter, we saw adjusted earnings available to common shareholders per share of $0.60, a $0.17 or 40% increase over last year, primarily driven by lower corporate costs, including lower net interest expense. Adjusted EBITDA was $51.6 million compared to $53.6 million last year, a decrease of $2 million, which was primarily due to lower aircraft leasing revenue under the CPA. Free cash flow of $33.2 million, an increase of $0.7 million versus last year, and leverage came in at $1.5 for Q3 2025 in the middle of our targeted range of 1 to 2. As Colin noted, This quarter, we continue to execute on a balanced and sustainable capital allocation strategy. We return to combine $10 million of capital to shareholders through dividends and share repurchases, invested in strategic M&A through Ellison to support long-term growth, and completed the paydown of our remaining Series B debentures for $28.7 million, further reducing future net interest expense. Prior to the quarter end, we also announced a substantial issuer bid for $50 million, which will expire on November 10th. Our liquidity remains strong, with $217 million available at quarter end, and we expect to realize net proceeds of approximately $20 million U.S. from the sale of 3-800 aircraft by the end of this year. Sales of the remaining six Dash 8-400s are expected to close between March and July 2026 with net proceeds of approximately $42 million U.S. In October, we entered into currency forward contracts to hedge exposure on the net proceeds of these nine aircraft sales at an average of about 1.39. Our U.S. to Canadian rate has been updated in the MD&A Outlook section for Q4 2025 to reflect the forecast U.S. to Canadian foreign exchange rate of 138 from the previous 135 related to aircraft leasing under the CPA revenue and U.S. denominated debt. The underlying lease amounts denominated in the U.S. dollars remain unchanged from our last forecast. Our 2026 forecast rate of 135 remains unchanged. As Colin noted, we've seen a year-over-year increase in Voyager's revenue for the first nine months of 2025 of approximately $10 million. Included in that increase is an accelerated reduction in contract flying operations at Voyager with United Nations and World Food Program, which is forecast to be approximately $13 million for this year. This reflects our shift in focus to higher margin areas of the business. As a result, Voyager's total revenue is expected to be in the $140 to $145 million range, which includes about $8 million of intercompany revenue. Intercompany revenue is not included in the revenue figures in the MD&A. On the operating margin side, we are focused on Voyager's bottom line, and we have seen an increase in operating margins for the first nine months of this year versus the full year 2024 of about 100 basis points, moving from approximately 7.25% to 8.25%. As part of our focus on improved operating margins, Voyager plans on selling or parting out two aircraft that were tied to the work at the UN and World Food Program. We are now ready to take questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the one on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to withdraw your question, please press the star followed by the two. One moment, please, for your first question. Our first question today comes from Konark Gupta, Scotiabank. Please go ahead.

Hello. My name is Nathan. I'm filling in for Konark today. Congrats on the quick order and thanks for taking my questions. Just have a few. To start, wanted to mention, you mentioned that Voyager margin year-to-date is 100 bps better than full year 2024. Is that margin before or after depreciation and amortization?

It's operating expense, so operating margin, so it's after depreciation.

After depreciation, okay. And then secondly, to follow up is how would the pro forma EBITDA margin look like going forward relative to your prior expectations you've shared with us?

Yeah, Voyager even today is still producing at about 24% margins on this EBITDA. That hasn't changed. We don't really foresee that really changing at all. But our focus is on the bottom line with Voyager. And that's why you can see in our disclosures, we put out the operating margin. Because the reality is the UN flying was marginal and we're moving away from it, but it's a focus on the bottom line, not just cash generation.

Okay. Okay, that's helpful. You also mentioned that you exited those lower margin contracts amid some geopolitical uncertainty. Was it your voluntary decision to exit or also customers' willingness to make such changes?

Yeah, it was – hi, it's Colin. Yeah, it was – Our decision to essentially move out of that, we've been doing that in kind of a transition over a period of time and looking at the margins where they sit, but they've worsened quite a bit over the last little while, and we just made a conscious decision to make the move quicker than we were originally planning.

Okay, so it was a bit accelerated.

Yeah, it's a bit accelerated, and it was our decision to do so.

Okay, and just lastly, How do you feel about the rest of Voyager's book of business, considering some of the geopolitical stuff?

Very good. There's very little in there that has any kind of downside. There's an awful lot that's less, other than the talk about the UN and so on, but there's an awful lot of upside there. if you consider the current political environment and the growth and the recent budget announcements and the focus of the government. So, you know, I think what we would say on that point is that there's definitely more upside than there is anything at Voyager, for sure.

Okay. Okay, that's very helpful. Thank you.

Okay, thank you.

Thank you. Our next question today comes from Alexander Ogamer, CIBC. Please go ahead.

Hey, good morning. Thanks for taking my question. I just wanted to touch on the November 2027 lease expiry, the 6-8-400s. So I see the minimum cover fleet is 80. So can you expect those to be released? And when they do expire, can you remind me if they're fully unencumbered aircraft upon expiry?

Yeah, so if you look at our fleet table, we have 80 is the minimum that Air Canada has in the fleet post the end of 2021. next year, and that's where we expect we're starting next year, and certainly by the end of next year. And the nine aircraft that are coming out today are planned to come out, and they're not included in that 80, so the nine Q400s. Thereafter, we do have some lease expiries. I think you're noting that we're in the end of 2027 and 2028. We don't have a commitment from Air Canada, but as we've said, the fleet that remains after these nine aircraft exit are required in order to meet the 80 aircraft minimum. That's the own one. So, you know, we feel pretty good about it, but we don't have anything in hand.

Okay. And sorry, can you just remind me, are they fully unencumbered when they come out of the lease?

Yes, they are. So the debt is fully unencumbered at the end of the first lease.

Okay, perfect. And I also see that you had two fewer CRJ-200s under Voyager, and you also changed your CRJ-200 from $15,000 to eight in your other covered aircraft. Do you have any color on that as well?

Thanks. Yeah, so I guess I'll start with the CRJs at Jazz. That's a planned reduction as part of the fleet reduction down to 80. So those CRJ-200s have been parked or inoperative for a while, so there's really not a lot of news there. It's just the movement. And then on the Voyager side, we've talked about two aircraft that have been earmarking to sell as a result of the – or the reduction in the UN and World Food Program business. So that's really what you're seeing in there. It's just more optimization of the capital stack down at Voyager.

Okay, yeah, that makes sense. And so last thing, so that sounds like a lot of cash is coming in. Can you maybe disclose some of your capital allocation priorities with all that?

On the capital allocation priorities, I mean, we've been buying back stock. I think Colin alluded to it, over $120 million today. committed at least with the $50 million SIP, which is due to expire there early next week. So that's certainly a use of capital. We've also got, you know, certainly pay down the debt, which has been part of it. And then we've also, we're looking at growth, and we continue to look through our M&A pipeline, and Colin can speak a bit about that. But it's in good shape, and we're hoping to continue to grow, but also look at return of capital programs like we've had.

Perfect. Thanks so much.

Our next question today comes from Jasroot Bains, TD Cohen. Please go ahead.

Hey, guys. Thanks for taking my question this morning. Just one question for me. What opportunities do you see for Voyager beyond 2025? You know, with the release of the Canadian budget, do you guys see any opportunities within there? Any additional color would be helpful. Thanks.

Yeah. Yeah, good morning. It's Colin. So, there's significant opportunities. I think we've been kind of alluding to that as we've been going along here with growth side with Voyager. I think the Canadian budget and the plans that they have there show that there's going to be a fairly big push within Canada to have Canadian businesses grow in that defense sector. So, We're heavily involved in that, looking at that quite aggressively. We're really bullish on the growth opportunities there, and when you look at the amount of spending and the existing competitors in Canada that are in that defense sector, there's very, very few. So Boers are extremely well positioned, and we fully anticipate some growth here. I can't tell you when. It would be speculating, but we fully anticipate growth as we move forward in that area.

Thank you. There are no further questions at this time. I will now turn the call over to Matt LaPierre. Please continue.

Thank you, everyone, for joining today's call. Please have a good day.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.