Chorus Aviation Inc. ($CHR)

Good morning, ladies and gentlemen, and welcome to the Chorus Aviation Inc. First Quarter 2026 Financial Results. [Operator Instructions] This call is being recorded on Friday, May 8, 2026. 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. With me today from Chorus are Colin Copp, 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 period ended March 31, 2026, 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 Copp.

Good morning, everyone, and thank you for joining us today. Before we begin, I'd like to take a moment to acknowledge the accident involving Flight 8646 at New York LaGuardia on March 22 operated by Jazz. [Foreign Language] I extend my deepest condolences following the loss of the 2 Jazz pilots. Our thoughts are also with the 2 flight attendants and with all the passengers who are affected. This is a profound loss for the aviation community across our country and beyond. Our focus remains on supporting Jazz and the affected families. I also want to acknowledge the extraordinary professionalism and care demonstrated by the Jazz leadership team during this time. I will now turn to our first quarter update. I'm pleased to report that we remain on plan and our first quarter results were in line with expectations, demonstrating the resilience of our contracted cash flows, steady execution across the business and our ability to balance strategic expansion with continued capital returns. We ended the quarter with approximately $219 million in liquidity and a leverage ratio of 1.5, providing flexibility to invest in growth while continuing to return capital to our shareholders. A key highlight of the quarter was the acquisition announcement of KADEX Aero Supply, that closed on April 1. The KADEX acquisition is an important step for Chorus, reflecting our momentum and the continued evolution of our aviation, aerospace and defense platform. It strengthens our capabilities while further diversifying our business and enhancing the quality and stability of our cash flows. KADEX is also a strong example of the type of opportunities we are targeting under our growth strategy. It is a well-established OEM parts and supply business with attractive margins, reoccurring demand characteristics and a durable position within the global aerospace supply chain. Importantly, KADEX complements our broader ecosystem and aligns well with our highly experienced leadership team. Over time, we see opportunities to support internal demand across Jazz and Voyageur while continuing to grow the business as a stand-alone platform, serving third-party customers. More broadly, this transaction reflects our disciplined approach to capital allocation, deploying capital into businesses that are immediately accretive, generate strong free cash flow and delivering mid-teen returns while improving the overall quality and diversification of our earnings. Today, we also announced our quarterly dividend, consistent with our capital allocation priorities and confidence in the strength of our business. As we've said previously, the dividend is sustainable with capacity to grow over time, and we will continue to review it annually. In February, we also renewed our NCIB, deploying capital opportunistically and repurchased $5.3 million of shares during the quarter. Since launching the program in 2022, we've returned over $129 million to shareholders through both NCIB and SIB share buybacks. As previously disclosed, in 2025, we entered into agreements to sell 9 Dash 8-400 aircraft that were scheduled to exit the Jazz CPA fleet for net proceeds of $62 million. The aircraft sales continue to go well with the remaining 5 aircraft expected to close by midyear 2026. The declaration of our quarterly dividend, ongoing aircraft monetization and continued share repurchases underscores our disciplined approach to capital allocation and confidence in the long-term strength and cash flow profile of the business. Turning to the operating side. Our businesses executed very well over the quarter, delivering strong cash flows and earnings and made strategic progress on many fronts. Doug and the Jazz team performed well this quarter and successfully launched the new Air Canada Express transborder services from Billy Bishop, an important operational and strategic milestone. The team continues to advance its cabin refurbishment program for the Air Canada Express fleet with upgrades focused on improved connectivity and sustainable aircraft enhancements. And Jazz's strong culture and organizational depth continues to be recognized, including their 15th consecutive year as one of Atlantic Canada and Nova Scotia's Top Employer and Canada's Best Diversity Employers. Cory and the Voyageur team have also executed well this past quarter. The Dash 8 aerial firefighting platform with Metrea continues to move forward with a plan for summer operations with the first aircraft and the AETE contract with the Department of National Defense in Ottawa is now in operation and fully staffed. I'm also very pleased to share that Voyageur became a founding member of the Ontario Defense Association, reinforcing their role in the growth and competitiveness of Canada's defense industrial base. Lynne and the Cygnet team are doing a great job of building scale and industry leadership, expanding their pilot training pathways and building new partnerships. Cygnet's specialized pilot training contract with the Department of National Defense supporting the RCAF has been successfully renewed for a second year, and they continue to work on plans for expansion in North Bay. Looking ahead, our priorities are clear. As outlined in our capital allocation framework last quarter, we are focused on the disciplined deployment of capital into growth opportunities that strengthen and diversify our platform. Our strategy is centered on building a set of complementary aviation, aerospace and defense businesses where we see strong long-term demand and attractive return profiles. While still early, we are organizing our growth efforts around targeted verticals where we have experience and see clear opportunities to scale. This approach positions us to build a more resilient and diversified business over time while maintaining discipline around returns and execution. In parallel, diversification across our platforms continues to enhance our positioning in a period of geopolitical and industry volatility. We're also continuing to build our M&A pipeline and are actively evaluating opportunities that meet our criteria. We are encouraged by the quality of opportunities that we are seeing and expect to provide further updates as things progress. I'd like to thank the teams across the Chorus group of companies for their dedication and service excellence and thank our shareholders for their ongoing trust and confidence. Before I turn it over to Gary to go through the numbers, I will add that the accident involving Flight 8646 remains under investigation, and we will not comment further beyond what I have at this time. Thank you.

Thank you, Colin, and good morning. Before I begin, I want to echo Colin's remarks around the tragic accident at New York LaGuardia and extend our thoughts to everyone affected. We're pleased with our first quarter 2026 results, which showed continued strong free cash flow and earnings and good progress executing on our capital allocation strategy. As Colin mentioned, we closed the KADEX acquisition on April 1, 2026, for total purchase consideration of approximately $50 million, excluding cash acquired. We funded $43 million at closing using our operating credit facility and cash on hand with the remainder payable over the next 2 years, subject to achieving certain performance targets. We expect the acquisition to be immediately accretive to earnings and free cash flow and to generate mid-teens returns. We also continue to make progress on the planned sale of the 9 Dash 8-400 aircraft exiting the CPA fleet with 4 aircraft sold to date for proceeds of USD 25.6 million. We expect the remaining 5 aircraft to close by July 2026 for net proceeds of approximately USD 36.4 million, bringing the total sale value to USD 62 million. As discussed in the past, Chorus generates predictable and robust free cash flow. Based on that, we've laid out to our shareholders a disciplined capital allocation plan to deploy $500 million to $550 million over the next 4 years. That plan includes up to $100 million in share buybacks, $40 million in dividends, $190 million of amortizing term loan repayments and $170 million to $220 million of flexible capital allocation. Consistent with that plan, we were active in the quarter, repurchasing over $5 million in shares under our NCIB and increasing our quarterly dividend by 38% to $0.11 per share. Over time, we target distributing approximately 25% of free cash flow after repayment of amortizing term loan through dividends. Turning to our Q1 2026 financial results. Here are the key numbers. Adjusted EBITDA was $44.3 million compared to $56.9 million in Q1 2025. The year-over-year change mainly reflects the planned step-down in aircraft leasing revenue under the CPA and fixed margin revenues. In addition, Voyageur revenues were lower than Q1 last year due to a higher-than-normal part sales last year, while a portion of this year's expected Q1 sales shifted into Q2. Adjusted net income per common share was $0.54 per share compared to $0.57 per share in Q1 2025. Earnings per share remained relatively stable, reflecting the impact of our capital allocation program with share repurchases in 2025 and year-to-date 2026, totaling approximately 4 million shares or $90 million, which has helped offset the contractual reductions in fixed margin and aircraft leasing revenue under the CPA. Free cash flow was $27 million or $1.16 per share compared to $40.6 million or $1.51 per share in Q1 2025, primarily driven by the $12.6 million lower adjusted EBITDA mentioned earlier. We also continue to maintain strong key metrics, including liquidity, working capital and leverage. At March 31, 2026, liquidity was $219 million, made up of $98 million of cash and $121 million of available credit. Combined with our ongoing free cash flow generation, this provides flexibility to fund opportunities like the KADEX acquisition while executing on our capital allocation priorities. In the quarter, working capital generated a positive $31 million in cash. We expect it to remain positive for the year with roughly half of the Q1 cash inflow reversing over the balance of the calendar year 2026 due to expected payment timing. Our leverage ratio improved to 1.5 from 1.7 at December 31, driven by strong operating cash flows, debt repayments and progress on aircraft sales, partially offset by the stronger U.S. dollar on U.S.-denominated debt. We are now ready to take questions.

[Operator Instructions] First question comes from James McGarragle with RBC Capital Markets.

Yes. I just wanted to ask about how we should be thinking about the step-up in EBITDA in Q2 quarter-over-quarter given that recent acquisition closing. So is there any seasonality we should be thinking about? Because if we assume a step-up in EBITDA in quarter-over-quarter given the recent deal and then stable EBITDA across the remainder of the business, it kind of points to some upside to your current guidance. So just how we should be thinking about that into Q2.

Yes. Fair enough. It's Gary here. When we look at KADEX, I think right now, it's a bit early to talk about seasonality, but they seem to be fairly steady across the year. They could have some peaks and valleys like any business that sells parts. But I think if you go with what we put out in the marketplace there with the $50 million purchase price, 7.5x multiple, you can kind of figure out what a quarterly earnings profile might look like on that acquisition. And it's certainly -- when we look at our guidance, we're very comfortable with it, and we'll take a look at it as we go through Q2, but we're extremely comfortable where we're at.

Okay. I appreciate the color there. And then I also wanted to ask on margins and the negative operating leverage in Q1. Obviously, I think this was expected given the step down versus last year. But what's your outlook on margins, not asking for guidance, but how are you thinking about margins in '26? And then longer term, any color you can share on the flexibility you have to kind of cut operating expenses as your business evolves?

I think when you look at, really, the step down, that you saw, it was really related to the CPA fixed fee and the aircraft leasing under the CPA. And that's really just contractual and really just something we just have to deal with from that side. On the rest of the business, though, we do see the margins remaining the same or growing over the course of the year. We believe with KADEX coming on board, that certainly allow level of growth. If you recall, we've also gone through when we came through the RAL sale, we did do some trimming of general corporate costs and things like that. So we've aligned those things. But I think when you look at the core businesses, we're expecting them to continue to grow and to produce good earnings, but the CPA dropdown is unfortunately, it is what it is.

The next question comes from Daryl Young with Stifel.

I just wanted to ask quickly around Voyageur parts and MRO and other, and just some of the step down that we saw there year-over-year and maybe what's happening with some of your larger part of projects and the ATR?

It's Colin here. Yes, I think on the -- if you just think of Voyageur, we were expecting -- last year, we were talking a little bit there about some fairly large part sales. Those have come in now. They missed the quarter, unfortunately, and kind of slid into April, but they're done. So you're going to see that reflected in the Q2 numbers. So we're pretty happy with that. We feel like they're pretty much on track. But unfortunately, you're going to see it a little tight in this Q1 which is what you're picking up there. But we're not worried about it. We don't see really anything coming off there. It's pretty strong, and we anticipate some growth for sure year-over-year.

Daryl, it's Gary. Just to give you a little more color. Yes, we do expect -- we did pick up some part sales here in April that will close. So that will make up the difference we're seeing year-over-year for sure. And then on the other piece on the contractual flying, which is something you may be picking up, remember, we have been restructuring our way through the UN business. So on the contractual flying levels at Voyageur, you will see some step down in that, but that is expected as we reposition aircraft out of the UN.

Got it. Okay. And then as it relates to the defense side, I think you picked up a new small contract this past quarter. Is there -- is the pipeline building there? And is there any upside that we might see or expect to see in the back half of this year? Or is it still too soon?

Yes. I mean I'll talk about the pipeline a little bit. I can give you some color on that. Like, there are several projects we're working our way through. Voyageur is very busy with a lot of different things. We anticipate growth at some point. There's no question about it. It's a question of when. And I think I've said a few times over the last several calls, that business tends to be lumpy and those contracts are lumpy. Very hard to give you any kind of clarity on exactly when that's going to come in or when to project that. But we're extremely confident on the defense side. It could be a lot of small growth like we're seeing right now or it could be all of a sudden something fairly big. It's really hard to determine at this point.

Okay. And then just as it relates to your CPA flying, is there plans to source additional regional capacity? And how available are regional jets currently in terms of adding to the fleet?

Sorry, are you referring to...

Just as it relates to the loss of the aircraft.

Okay. So I'll just touch on that briefly. I don't know, Gary might have some additional view on that as well. But the -- we're working through that with Air Canada, but there's really no direct impact from the standpoint of number of aircraft that are committed to Jazz or any kind of financial -- meaningful financial impact as a result of this. Everything remains status quo. We're in discussions with Air Canada on a daily basis on the fleet. And right now, I think there's a couple of aircraft over the 80 anyways in the fleet. But it's -- like the minimum is 80. We've said that from day 1. The numbers are pretty clear in the MD&A as to what our income looks like and really nothing changes from that perspective.

Yes, Daryl, it's Gary. Just to kind of add to that. The minimum fleet is 80. They also -- Air Canada can substitute in a different aircraft. So for example, they could add a Q400 to replace the CRJ900. So it doesn't have to be like-for-like. The agreement with Air Canada is 80 minimum aircraft of, I think it's 75 to 79 seats or 78 seats. As long as it's in that configuration, we're fine.

The next question comes from Alexander Augimeri with CIBC.

I just wanted to dig in a little bit more on the contract flying and training segment. Could you give us a sense of how much of that contract flying decline reflects the wind down of those contracts from the UN or the World Food Programme? And I think, just to clarify, starting in Q3 '26 is when you won't be lapping those contracts anymore?

Yes. So it's Gary here. Essentially, that decrease you're seeing is related to the flying at Voyageur. So from that side, it's primarily related to the United Nations flying and the repositioning there. So from that side, I think yes, it's all of that. And what was the other part of your question, sorry?

Yes. And I think starting in Q3 '26 is when you won't be lapping those comps anymore, I think?

Yes, somewhere around there, Q3. There's still one UN mission, I think, in Kinshasa, I think that goes out to mid this year or so or later this year, we'll see where that goes. But it's just a couple of aircraft flying over there. So there's still a bit of flying, but it's greatly reduced.

Okay. Okay. Yes. And just one more follow-up on that. I'm not sure if you can share, but can you share if there's any remaining contracts up for renewal in '26? And are you guys thinking of doing similar things where you're focusing on that higher margin? Or maybe that was it? Yes.

Sorry, when you say 26, you're talking about UN contracts this year? Or what are you referring to?

No, no. Just in that contract flying business because I know you guys were saying you're winding down some of the contracts, maybe the winding...

Yes.

That's it. Yes.

So we should clarify that it's the UN business that principally has been winding down. It's not other contract flying. Voyageur is still doing different types of contract flying throughout Canada and even the world, there's other contracts. But the reality is, what Gary is referring to, is that the UN was significantly -- it was a big contract. There was a lot of activity there. That's wound down. So you're still going to see some UN flying a little bit for this next little while, and you're going to see other flying in there as well that they're currently doing. They're flying the Metrea airplane. They've got various aircraft with other operators that they're operating. There's a charter aircraft. So there's a variety of stuff. It's just not as large as the UN book of business was.

Next question comes from Konark Gupta with Scotiabank.

The first question I have is on the CPA. So I mean, if I look at the business, and I'm looking just more broadly from a strategic angle, your fixed fee, I think, has stepped down to a level where it kind of is stable now through the end of the term. But your leasing revenue under the CPA, it still comes down contractually, obviously. When do you see that leasing part stabilize? I mean, is it subject to your lease negotiations with Air Canada? Or under the current sort of contract terms, you know when exactly that leasing revenue is going to stabilize.

Yes. Konark, it's Gary here. On the CPA fixed fee, yes, it's stable right to the end of 2035. And on the aircraft leasing under the CPA, if you look at our investor deck that we put out last quarter, it gives you the revenue numbers we would expect under that agreement. And the only thing that's coming up is there's some aircraft that come to the end of their first lease at the end of 2027 and 2028 that are up for renewal. We believe they'll be renewed, but that's yet to be determined. So if you look there, that will give you an idea of where we would expect the revenues to come in with those extensions assuming they happen. So we -- there is some step down there in '27 and '28 on those lease renewals, but you can see it in our disclosures.

Yes. The only point I'll add to that, Konark, is those assets that Gary is referring to are the ones that we've been talking about Air Canada has just recently put a fairly substantial investment into. So we can't guarantee anything, obviously, on lease renewals, but they have invested in those assets. And we feel fairly confident that we're going to continue to have those assets in the fleet.

And the other thing to remind is the debt is fully paid off at the end of the first lease. So there's no debt repayments as you go on to the second lease. So that revenue basically makes its way through that free cash flow line. So from that side, we feel really good about those leases post '27, '28, but it's just a revenue step down, but the cash flows are still good.

Okay. And on the Voyageur, I mean, I think there are some puts and takes, obviously, from quarter-to-quarter, and you're also lapping, I guess, the contract you demarketed recently. Where the business sits today with the tuck-ins you have done, can you help us understand what the revenue profile looks like for that business today? And what kind of margin profile do you have?

Yes. I mean I'll pass it over to Gary on a kind of a total revenue base because we're not providing that guidance like we did in the past. But we did have a bit of a lumpy period there with Q1. But like I said earlier, the April numbers basically brought in all of the sales we were looking for and that were in the plan. So from our view, Voyageur is fairly much on track. But I'll let Gary comment on how you might be able to pull together revenue view.

Yes. I think, Konark, it's Gary here again. On the revenues, I think as you go down through the segments or the pieces we have there, on the parts sales, we still expect to see some reasonable level of increases year-over-year. So that's going to perform pretty well as far as we can see for the rest of the year. Just had a bit of some sales get deferred from Q1 into Q2. So from that side, I think we're okay. MRO and defense, we see that as growing over the course of time. So we see that continuing to grow. It will be lumpy, as Colin mentioned earlier, you get a contract and then it goes in and kind of steps up, but we continue to see growth there. On the contract flying and training with Voyageur, we do see the UN business stepping down. But as Colin mentioned, we do have flying with Metrea and others that we do -- that they're doing. It will be less in quantum maybe overall, but it will be good margin so as we work our way through that. And then on the training side, Cygnet continues to grow down in that line. It's -- and we'll see some growth that will offset a little bit of the piece on the contract buying, and that's kind of the profile we're seeing. So overall, Voyageur is still growing in the key areas that we kind of outlined there.

Okay. No, that's helpful. And post KADEX and after the contract changes at Voyageur, is there a big working capital seasonality shift that we can expect going forward?

No, Konark. I think typically -- well, I guess on the seasonality, typically, in Q1, you can see that we picked up about $31 million, mainly in receivables. There is some true-ups that we do with Air Canada. So typically, Q1 will be a little bit better from a receivable side with Air Canada. Q2 and Q3, the way we see it, it's pretty neutral coming up, could be some positive cash flows for sure. But we'll hold steady and maybe make a couple of dollars there on the working capital side. And then you come into Q4, typically, that's a period where we use our working capital, hence, why I've said we'll see about half of that still retain. But moving forward back to what we said, we do not see big usages of working capital, plus or minus a few million bucks is what we expect. As the businesses grow, yes, they'll need some inventory, they'll need some things. However, they also have payables that offset in some cases. So we don't see working capital being a big draw longer run and our projections don't have that. So I know it was a question that's been posed before, in particular, I think you've been looking at on the working capital, we see working capital is essentially neutral to positive generally over the longer term. Last year was lumpy just because of the sale of RAL and various things like that.

That's great. And last one for me before I turn over. It's more a strategic question. I think you guys have provided a framework for capital allocation recently. In light of what we are seeing today, a, your stock price is kind of still in that low to mid-20s at this point. I think we are seeing a lot of geopolitical conflicts. So presumably, defense opportunities are on the rise. You talked about the M&A landscape as well. Do you need to see or do you see the need to make some shifts in those buckets on capital allocation based on what you are seeing right now?

Konark, no, it's Colin. Look, I don't think so. We've been pretty clear on our flexible capital allocation in our presentation there. And our focus is really to stay on track. Like we have a plan. We've been very, very committed to it. We feel very comfortable with it. We've been listening to shareholders. We've spent a lot of time preparing the plan. There's still quite a bit of flexibility in it from our view. And so right now, we're focused on the growth and returning capital to shareholders and being patient for our share price to come up as people see that we're executing well. And that's really as simple as it gets. It's a matter of continuing to execute and getting things done for the next little while and sticking to the plan.

[Operator Instructions] Next question comes from Tim James with TD Cowen.

I wonder if you could talk about the M&A kind of strategy now you've got KADEX done. And I'm wondering, in particular, just in the changing environment that we've got in Canada with respect to spending, defense spending. Just kind of your general updated thoughts on what type of M&A opportunities are best suited for Chorus and kind of where you think the most opportunities are -- you're seeing it in terms of looking at and kind of what to expect over the next couple of years?

Tim, it's Colin. Yes. I mean it's a good question. Absolutely. We tried to outline kind of our general vertical focus there in our presentation, our investor deck. There's the 5 verticals there that we've been focused on within aviation, aerospace and defense. And I would say we'd be pretty much sticking to those if you look at those categories. There's still a lot of opportunity out there in our view, anyways and what we're seeing in our pipeline within those. So anything that you could think of in that aviation, aerospace and defense sector would make sense to us to look at. We do have and we've outlined in some ways, and I think we're going to be a little more clear with our AGM and our shareholder letter, kind of, the basics of how we see and value businesses, but it's no different than what you've heard Gary talk about in the past as far as kind of what we're looking for with returns and so on. And we've been pretty disciplined about making sure we stick to those. That's really the nutshell of everything, is looking at making sure we get good returns and that they're businesses that we understand well. And that they fit well with our organization. Things like management teams are critical to us. We're -- everything we've looked at and everything we've bought so far has long-term high expertise within the management organization. Generally, good relationships already exist in a lot of cases with these companies. And I'd also add that, generally speaking, most of the many ways that we're looking at are not actively on the market today as being marketed.

Okay. That's helpful. And maybe just to build on that question, if I could. And forgive me, I don't think this -- I don't have the PowerPoint in front of me, but I don't think this is in there. Do you think about building scale within kind of your current capabilities? Or do you think more about sort of adding on adjacencies that where you can increase customer wallet share for lack of a better term? Or could they -- could M&A involve either one of those types of businesses?

Absolutely could be either one. We're looking at both in some cases right now. So yes, it could be either. We haven't restricted ourselves from that view. We've really been -- it's all about the discipline of deploying capital really effectively, making sure we get the returns and make sure we understand the business well. So it could be smaller stuff, which you've seen us do a little bit of or it could be a little bit bigger and larger. But it's got to fit within that structure that I've talked about.

We have no further questions. I will turn the call back over to Matt LaPierre for closing comments.

Thank you all for joining. That concludes today's earnings call. Please have a great day.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating, and we ask that you please disconnect your lines.