Exchange Income Corporation (EIF) Earnings Call Transcript & Summary

Good morning, everyone. Welcome to Exchange Income Corporation's conference call to discuss the financial results for the 3-month and 6-month periods ended June 30, 2023. The corporation's results, including the MD&A and financial statements were issued on August 10, 2023, and are currently available via the company's website of SEDAR. Before turning the call over to management, listeners are cautioned that today's presentation and the responses to questions may contain forward-looking statements within the meaning of the safe harbor provisions of Canadian provincial securities laws. Forward-looking statements involve risks and uncertainties and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. For additional information about factors that may cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements, please consult the MD&A for this quarter, the Risk Factors section of the Annual Information Form and EIC's other filings with Canadian Securities Regulators. Except as required by Canadian securities law, EIC does not undertake to update any forward-looking statements. Such statements speak only as of the date made. Listeners are also reminded that today's call is being recorded and broadcast live via the Internet for the benefit of individual shareholders, analysts and other interest parties. I would now like to turn the call over to the CEO of Exchange Income Corporation, Mike Pyle. Please go ahead, Mr. Pyle.

Thank you, operator. Good morning, everyone, and thank you for joining us on today's call. With me today is Carmele Peter, our President; and Richard Wowryk, our CFO. Yesterday, we released our second-quarter financial results for 2023, and I'm pleased to have this opportunity to share with you some of our highlights from the quarter. And I'm proud to report that despite the broader economy being challenged with continued and persistent inflation, tightening monetary policy with corresponding increases in interest rates and an uncertain economic outlook, EIC has produced record quarterly revenue, set new second-quarter benchmarks. Our portfolio of companies remains resilient, strong operating performance, coupled with the execution of multiple initiatives to facilitate further growth in 2024 and beyond will define our second quarter. In terms of our financial results, because of deliberate choices and investments we have made in our past, we have generated second-quarter records in revenue, adjusted EBITDA, free cash flow, net earnings and adjusted net earnings. Revenue increased 19% to $627 million, up from $529 million last year. Adjusted EBITDA grew to $147 million from $115 million last year, an increase of 28%. Free cash flow after maintenance capital investment increased by 24% to $59 million, while on a per-share basis, it improved 12% to $1.34. Net earnings were $37 million, which represents a 23% increase despite an increase in interest expense of $13 million. Net earnings per share were $0.85, which is an increase of 12%. And finally, adjusted net earnings of $43 million was up 13% to $1 per share. Our trailing 12-month free cash flow less maintenance CapEx payout ratio was consistent at 57% in spite of 2 dividend increases over the last 12 months. The second quarter of the year highlighted the power of our diversified model, considering our strong aggregate results were achieved with some subsidiaries delivering solid performance to offset the others who experienced a more challenging period. Essential air service and aerospace, both delivered exceptional results. While all revenue streams improved over the prior period, strengthening passenger demand realized the most notable improvement. Capital investments in previous periods in our fleet of fixed-rate and rotary aircraft and ramped up flying owing to more normal passenger volumes drove higher revenues, diligent cost management in concert with the increased flying improved margins. Our aerospace business also benefited from more flying compared to the previous period, with both maritime surveillance aircraft built for the contract in the Netherlands in full operation. The force multiplier also commenced significant hours for the U.K. government in the second quarter. Multistory window solutions continued to improve because of a more normal production schedule and commencement of projects where prices reflect rates negotiated after the start of inflationary pressure and supply chain issues, labor costs and interest costs. The acquisition of BVGlazing mid-quarter also contributes to the improvement over the previous quarter. We expect to see continued improvement in future quarters. Order books remain strong at approximately $1 billion with active inquiries continuing to be realized. Inquiries for new projects are at an all-time high, although the time to convert these inquiries to confirm orders is longer than normal because of the higher interest rate for developers, but the demand is there. Precision manufacturing and engineering also delivered strong performance, including handset industries, which was acquired in the quarter while both of our environmental access solutions and aircraft sales and leasing experienced industry headwinds. Within our Environmental Access Solutions, revenue increased over the prior period, owing to a full quarter of results being recognized. And although the results continue to exceed those for which the acquisition was priced. The unfavorable dry and hot spring weather conditions and historic wildfires this year, delayed projects and thus reduced demand for mats in the current period. Added to this was increased industry-wide supply effects compared to the previous period, resulting in a lower mat fleet utilization, which reduced results in the second quarter of the year. But I should reiterate, the company continues to perform at levels well in excess of our expectations at acquisition. True to our expectations, aircraft sales and leasing realized fewer larger transactions in the second quarter compared to the prior year, which were well above historical norms and characterize as high-dollar, low-margin events. But the leasing portfolio, which earns better margins, continued to strengthen as utilization continues to recover. Generating stellar results in the second quarter was not accomplished at the expense of focus on setting the foundation for future growth. The second quarter saw this focus on the future taken to levels not seen in the best. Many of our investors believe our growth only comes from acquisitions. Our options in the second quarter emphasized that we not only invest in new acquisition, but also invest significant capital in our existing businesses through organic growth opportunities. In our essential air services, we announced that we had won 2 important long-term fixed-link medevac contracts in the provinces of British Columbia and Manitoba. The medevac business has proven during our 20-year history to be resilient in all economic environments, including the pandemic, and we have invested in the business regularly whenever the opportunity is presented. Because of these ongoing investments, we have grown to become Canada's largest medevac provider. These new contracts strengthen our critical mass even further. Both contracts are for a 10-year term and include other options to extend. The competitive process through which we won the contracts demonstrate our strength and experience in the medevac sector. These significant contracts will require aggregate capital deployment of approximately $275 million over the next 2 years with full-scale flying not expected to begin until 2025. Over the next 6 quarters, we will acquire the aircraft, install the advanced medical interiors and ready or ground facilities. Our returns on this capital investment will be most evident in 2025 and beyond after all the new aircraft are acquired and retrofitted and existing aircraft are redeployed. We also announced we'd finalized an agreement with Air Canada to provide regional service in Eastern Canada for up to 5 years. The agreement will require up to 6 additional [indiscernible] 400 aircraft and substantially expand our Maritime airline operation. We completed our first flight on July 1 using existing capacity and expect to acquire the first 4 aircraft to fulfill the contract and have them online in the middle of the fourth quarter. The returns on this contract begin much more rapidly than the medevac contracts, and results will be readily apparent in 2024. As previously mentioned, our aerospace business ramped up flying under our Netherlands contract as well as the recently announced contract with the United Kingdom, home office, to monitor small bolt migrant crossings. This flying contributed notably to our second-quarter success. Both of the contracts were made possible by capital deployment in previous periods, which we are now reaping the benefit of. In September, the U.K. Home Office intends to release a competitive tender for a 3-year follow-on contract, requiring 2 aircraft and more flying hours to deal with the small boat crisis. As the incumbent, we are well-positioned to continue to demonstrate mission success on the existing short-term contract. This short-term contract with the United Kingdom government is exactly what the force multiplier was developed for and why we invested in it several years ago. These contracts fundamentally highlight our international credentials and expertise in maritime surveillance. In our manufacturing segment, we announced the acquisitions of Hansen Industries on April 1 and BVGlazing, which was announced in March closed on May 1. As we discussed in our first quarter remarks, both acquisitions were highly strategic to our existing businesses, with BVGlazing provided complementary products to our Quest business, enhancing industries, providing surge capacity to our lower mainland business. Both operations met management expectations during the quarter and were immediately accretive. Our teams are considering innovative ways to create efficiencies like greater purchasing power and the rationalization of production space within the existing businesses to facilitate growth and improve margins. Key to our well-defendant foundation is our balance sheet. We manage it through discipline to ensure we can execute on new or organic growth opportunities when they are presented in the second quarter. Despite the turmoil in the credit markets, we increased and extended our credit facility at the same pricing and terms and conditions as previously. We went to market with a $100 million common share bought deal that we subsequently upsized owing to exceptional demand with $173 million ultimately being raised. The increase in the size of the offering and the institutional interest exhibited demonstrates the market's confidence in our business and our model. Our pipeline for acquisitions is robust, and this diligent management of our balance sheet provides us with significant capital to deploy when the right investments are presented. The rise in interest rates has reduced the number of competitive bids for acquisitions, particularly for larger transactions, as buyers who entertain more leverage at EIC are constrained by financing availability. We are actively considering deals in both segments of our business and are excited about the opportunities in front of us. Discipline will remain one of our key principles, however, in our decision-making to ensure we acquire companies with strong management teams, strategic business niches and future growth activities. Our management teams will be busy over the next number of quarters, maximizing the efficiencies between the manufacturing businesses we already acquired, readying our essential air services for the acquisition of [indiscernible] and passenger aircraft to fulfill our contract wins and delivering on our history of excellence in our existing operations. We continue to uphold our success, and this is a testament to the tenacity and talents of our people, the discipline and consistency with which we execute on our strategy and our history of managing the short term while focusing on the long term. Following this approach, with our continued investment in our existing businesses and new acquisition gives us the ability to affirm our guidance of EBITDA of $540 million to $570 million for fiscal 2023. Our future is bright, and we look forward to reporting on our achievements in future quarters. I will now hand off the call to Richard, who will detail the first-quarter results.

Thank you, Mike, and good morning, everyone. During the first quarter, our subsidiary delivered results that when consolidated resulted in several second-quarter results in 2023. The power of our diversity was evident in these results as strong performance in some of our subsidiaries offset more challenging environments for others. Adjusted EBITDA was $147 million, an increase of 28% over the prior period, both the Aerospace and Aviation segment and the Manufacturing segment drove this increase as adjusted EBITDA increased by 26% in each segment. The increase in our Aerospace and Aviation segment can be summarized into 2 buckets. The first is a steady recovery from the impact of the pandemic on our airline operations. The second is investments we have made into our operations over several quarters and in some cases, years as we had our sights set on the future. Those investments are now providing the returns we expected increasing adjusted EBITDA over the prior period. Investments allowed us to win contracts in the Netherlands and the United Kingdom, which have already begun to contribute in the second quarter and will accelerate in Q3. We also entered into a contract with Air Canada, which will begin to contribute in Q3 and 2 medevac contracts, which will not be fully operational until 2025. We continue to make these types of investments to support our future growth. The increase in our manufacturing segment was driven primarily by 3 factors: first, the acquisitions completed since the start of the second quarter in 2022, notably Northern Matt, Hansen and BVGlazing all drove increased results over the prior period. Northern Matt was owned for only a portion of the prior period and Hansen and BV-Glazing were purchased in 2023. Second, improved demand in the telecommunications and defense industries resulted in increased adjusted EBITDA for precision manufacturing and engineering. Finally, improved throughput and contract prices that now reflect the inflationary and supply chain challenge world that has driven up cost in the last 24 months resulted in increased adjusted EBITDA over the prior period for multistory window solutions. Net earnings and adjusted net earnings increased by 23% and 13%, respectively, and increased by 12% and 2%, respectively, on a per-share basis. Our per share results were impacted by an 11% increase in shares outstanding, driven by our common share offerings in the third quarter of 2022 and in the second quarter of 2023, and share shares issued as part of the purchase consideration on our 2022 and 2023 acquisitions. The increase in adjusted EBITDA, which drove the increase in net earnings and adjusted net earnings was partially offset primarily by 2 items: Increased interest costs and increased depreciation on capital assets. Interest costs increased over the prior period in lockstep with increased benchmark borrowing rates over the prior period. In addition, increased long-term debt outstanding due to investments made increased interest costs. The impact from increased benchmark borrowing rates would have been larger had we not entered into 2 race walk transactions in 2023. Early in the second quarter, we fixed $140 million of credit facility debt at a rate below floating rates for a period of 3 years. There was significant inversion in the yield curve at the time and that made fixing rates attractive. This transaction provides us with certainty on our cost of capital and with our previous interest rate swap transactions and our controlled ventures also having fixed rates, approximately 2/3 of our debt now has a fixed rate because of the rate swap transactions executed in 2023, rate changes will not have as large of an impact as they otherwise would have if rates rise further in the future. Depreciation on capital assets increased for 2 reasons. First, acquisition activity of the corporation, most significantly a full quarter of Northern Matt contributed to the increase in 2023; second, investments made to increase the size of our fleet and increased line of that fleet also contributed to the increase. Free cash flow less maintenance capital expenditures increased 24% over the prior period due to increased free cash flow and lower maintenance capital expenditures. In the prior period, the timing of maintenance capital expenditures were impacted by the emergence of the Omicron variant, which saw some maintenance work performed later in the year. While the scope of our operations increased in 2023 compared to 2022, a more normal cadence of our maintenance capital program in the first quarter of 2023 resulted in $2 million lower maintenance capital expenditures in the second quarter of 2023 when compared to the second quarter of 2022. Our payout ratios, both on a free cash flow less maintenance capital expenditure basis at 57% and on an adjusted net earnings basis at 75% remain near all-time lows on a trailing 12-month basis. We expect that the realization of returns on investments already made, including our 2 most recent acquisitions and returns to be realized on contracts that we have already won and announced will continue to drive these ratios lower over time and permit continued dividend increases consistent with our historical dividend growth. Growth capital expenditures of $86 million were made during the quarter. These investments were focused within Essential Air Services, aerospace, aircraft sales and leasing and environmental access solutions. In Essential Air Services, investments were made in additional aircraft and for our terminal expansion living. Significant deposits have also been made on aircraft for our recently awarded medevac contract for Carson Air. Aerospace made investments for its renewed and expanded contract in Curacao. Aircraft sales and leasing made investments into additional aircraft and engines for lease as the lease market continues its recovery from the pandemic and now a worldwide shortage of experienced pilots. Environmental Access Solutions made investments in its rental mat portfolio, which offset a large disposal in the first quarter and made investments in equipment to support growth in the business. During the first quarter, and as we messaged in the fourth quarter of 2022, we had a material outflow from working capital, which was primarily driven by a receivable that was collected in the fourth quarter of 2022, but where the corresponding payable was not due until January 2023. Working capital investment outside of this outflow was focused on investment in inventory and aircraft sales and leasing and a modest increase in working capital to support increased revenues. Our senior leverage ratio at the end of the quarter remains consistent with our historical targets at 2.39x. Our total leverage ratio when including our [ growth ] debentures continues to decline as debentures have not increased at the same rate as our adjusted EBITDA over the last 18 months. Historically, our convertible debentures have represented 1x of adjusted EBITDA within our capital structure, whereas now the debentures represent approximately 3/4 of a turn of adjusted EBITDA off of the 2023 guidance using the midpoint. During the second quarter, we extended our credit facility to May 9, 2027 and increased its size from $1.75 billion to approximately $2 billion. The terms of the credit facility are consistent with our previous facility, and we added one new American lender to the syndicate. Despite an elevated rate environment putting pressure on the bank's funding costs, we're able to complete the extension upside with no change in pricing. During the second quarter, the corporation completed an equity offering of common shares. When the deal was announced at $100 million plus a 15% over allotment demand greatly exceeded the size of our offering. So it was increased to $150 million plus a 15% over allotment option. The underwriters exercised the full overallotment, resulting in gross proceeds of approximately $173 million. This was the largest offering in the corporation's history and also included the largest institutional investor interest in our history. Consistent with our past practice of always ensuring we have capital available before it is required for an investment, we took advantage of our optional annual renewal with our syndicate of lenders to increase the size of our facility and a receptive equity market to issue common shares, increasing our liquidity. Both of these transactions will provide the liquidity required as we meet, our commitments under the contracts we recently announced, plus provide us with the liquidity for some additional exciting growth opportunities, both through acquisition and organic growth that are not at the stage which they can be announced. That concludes my review of our financial results. I will now turn the call over to Carmele.

Thank you, Rich. Q2 had an incredible number of successes from acquisitions to seizing upon organic growth opportunities to significant contract wins. These successes have positioned us well for the future and will assist in offsetting some short-term headwinds. Overall, we are anticipating Q3 of 2023 to be higher than in Q3 2022 driven by growth in the A&A segment. Our essential air service business will experience year-over-year growth in Q3 driven by several factors. The first is increased passenger loads as Q3 2022 was hampered by the Omnicom variant, albeit to a lesser extent than Q2 of 2022. The second is increased aircraft capacity we have added for passenger and charter movements, which will be operational in Q3. The third, although to a lesser extent, is our service agreement with Air Canada, pursuant to which we have slowly started providing slight capacity with our existing fleet. The material financial impact from that agreement will not occur until mid-Q4 when we will be fully operational with our first 4 aircraft. The final reason is the additional medevac aircraft we were contracted to provide in Nova Scotia, which started to fly in August 1. Offsetting some of these gains are the increased expenses from rising labor costs driven by the federal flight and duty regulations, the industry-wide shortage of pilots, aircraft mechanics and medical personnel. Although some of our operators have already been able to pass these on, others have to wait until contract renewals. The medevac contract we won in D.C. at the end of May will not start contributing to our financial results until the aircraft are delivered and configured into medevac specification, which we anticipate commencing in 2024 and will take until 2025 to complete. And the full financial impact of this contract will not be evident in our results until the existing aircraft are deployed into other opportunities. Similarly, the medevac contract in Manitoba announced in July will not start contributing until March of 2024 when the first aircraft goes online. The contract will reach its steady state run in October of 2024, when we anticipate all our aircraft being operational. The aerospace business line is also expected to have growth in Q3, primarily driven by the full engagement of Force Multiplier, doing maritime surveillance work for the U.K. home office. Aerospace is also bolstered by the Netherlands operations, which we did not commence until late Q4 of 2022 and higher [indiscernible] flying in the UAE and Curacao. Our aircraft sales leasing business continues to be challenged by the impact of industry-wide pilot shortage and MRO availability. However, quarter-over-quarter trending is positive with increases in parts sales and leasing revenue. This positive trending will not be sufficient to cause Q3 to exceed prior-year comparatives as Q3 2022 included the highest quarterly aircraft and engine sales on record, which will not be repeated this quarter. Some of the gap will be made up with higher leasing. We expect the leasing portfolio to continue its recovery into the first part of 2024. Now turning to our Manufacturing segment. The Environmental Access Solutions business was not expected to outperform Q3 2022, which was a record-setting quarter for Northern Mat with a perfect alignment of price, demand and supply. Q3 2023 does not have this perfect alignment and is being further impacted by Canada's wildfire fire season on record, a drier summer creating less demand for mats, increased mass supply, which in turn is also impacting pricing and the demobilization of a large pipeline project. As such, we expect Q3 of this year to be approximately 60% of prior-year quarter. But to put this in perspective, the expected results in Q3 will be greater than the metrics on which we purchased Northern Map. The multi-story window solutions will see material growth in Q3 over prior year. The acquisition of BVGlazing is a significant contributor to the growth, but also playing a factor is the increasing volumes and higher pricing now being captured at Quest. And although we are starting to see each company to leverage the other products, we do not expect any material synergies between BV and Quest to be captured and impact financial results until 2024. Quoting in both Canada and the U.S. is extremely active, but conversion time to backlog, particularly in the U.S., is taking longer as developers address economic uncertainty and higher interest rates. Backlog for multi-story window solutions remain strong and is being maintained at approximately $1 billion. The precision manufacturing and engineering business will also see comparative growth fueled by the acquisition of Hanson in April of 2023. The business line will also be bolstered by increased volumes in the telecommunication infrastructure operations and stainless steel tank fuel projects. With respect to the maintenance CapEx expenditures for Q3, we anticipate levels being higher than last Q3. The higher flight hours to support increased passenger volumes together with inflation, labor shortages, supply chain issues, growing fleet size and acquisitions are the factors contributing to the increase. Growth investments for the Aerospace & Aviation segment in Q3 are focused on the upgrade of the surveillance aircraft for the renewed [ Kurose ] contract, the construction of the Gary Filmon, Indigenous terminal, Q4, 100 aircraft acquisitions to fulfill our agreement with Arcana, deposits for the medevac aircraft for the newly awarded BC and Manitoba medevac contracts and payments towards the construction of our King Air Simulator. The investments for our 2 medevac contracts are significant and although they will not contribute to our financial results for several quarters, they are tied to long-term 10-year plus options, government contracts, which will provide the foundation for our future growth. Additionally, as we have done in the past, we will look to seize both organic opportunities and accretive acquisitions that meet our criteria. The increase in interest rates has been a positive development for our acquisition opportunities and the quality of the acquisitions we are pursuing. As such, our pipeline of potential acquisition is robust in both size and quality. Our adjusted EBITDA guidance for 2023 was updated after our Q1 results and following the acquisition of BV and Hansen to be between $540 million and $570 million. We confirm this guidance. There have been both positive developments and some headwinds since the provision of that guidance. But taking all these factors into account, we believe the current guidance continues to be reasonable and appropriate. We will provide guidance for 2024 at our Q3 conference call, which coincides with the completion of our 2024 budget process. Thank you for your time this morning, and we would now like to open the call for questions. Operator?

[Operator Instructions] The first question comes from Matthew Lee with Canaccord. Please go ahead.

Maybe we can start on airline profitability, really nice results here. Could you maybe chat about the impact of mix between segments on margins? And maybe how sustainable you feel that high 20% EBITDA margin range is?

It's a good question, Matt. What we've seen is the recovery of our passenger business to in "normal levels", that product mix is consistent with our seasonal performance and I don't see a reason why margins would decline off of that, of course, on a seasonally adjusted basis. So Q3 is another strong period for aviation margins, which declined slightly in Q4 and Q1 according to our normal cadence.

Yes, the other thing on the passenger side is we're able to take advantage of the fact that the aircraft that we're flying, we're adding passengers to the seats that were already available. So it really helps drive the results to the bottom line when we're able to do that, have full-capacity aircraft. And then, of course, certainly recovery on our leasing for our Regional One. Obviously, that's high EBITDA business line of revenue. So that has helped with margins as well.

That's great. And then maybe in terms of the new contract you signed with AC, starting in July, can you maybe talk about some of the early progress and maybe the potential for a longer-term relationship between the 2 companies?

So the relationship has been very, very positive. And we've started to fly. Obviously, it's very limited because we can only use our existing capacity as we source our required aircraft and get them online. But they've been very supportive of whatever capacity we can provide. We've been working very well together and align the systems which are necessary for their respective bookings. And we think that we'll be flying for them for quite some time. And the relationship has been very good to date, and we expect it to remain and then perhaps enhance as the years go by.

Albeit on a limited sample size, our on-time performance is as good as any Air Canada has through the initial part of an action of this contract. So we're very happy to be doing a good job early in the process.

Your next question comes from James McGarragle with RBC Capital Markets, please go ahead.

Congrats on another good quarter here. I wanted to ask first on that Skyline deal for the military training with the Government of Canada. What I heard that training center within Manitoba, I thought out of you guys. Are you guys involved in that contract at all in any potential opportunity for you there?

Yes. We're really excited to be a part of the Skyline group. I'll maybe hand it to Carmele to talk about that as she more hands-on on that than I am.

Sure, James. Yes. We're very excited about the announcement where Skyline was named the preferred bidder. We are part of the Skyline team, so PAL Aerospace, as we're a Tier 1 supplier. Where we are now in the process is the Skyline group is negotiating the final terms of the contract with the federal government. And we expect that to probably go into the early part of 2024, following which we will negotiate our final contract with Skyline. We expect the scope of the work that we will be doing to be subject to finalizing obviously, their respective terms in the scope that we do for fixed-wing search and rescue. And our part of that will be focused on providing the sensor aircraft training, which is currently done actually by the federal government that was part of the bid this go around. And so that's where our focused efforts will be in that aspect of the business, which will be run out of Manitoba. We expect to add several employees through our Winnipeg base here. And of course, PAL Aerospace has a base here through fixed-wing search and rescue, they run some of the maintenance that they do here in their facility in Winnipeg.

That's awesome. And then a question on the Quest here. So the backlog was flat quarter-over-quarter, but you talked to that it seems like the demand is there. So can you just talk a little bit about that dynamic? And then as a follow-up on Quest, some very positive trends in pricing and on the production gap. It seems like a really good set of longer-term. But I know the Toronto facility is full, Dallas facility is ramping up. So can you just talk about the medium-term strategy there? How long before the business is operating at a revenue and margin profile that's in line with your expectations and just some of the strategy that your team is going to execute on to get to those revenue and margin targets longer term?

Sure. Let's talk about demand first. Our book was consistent quarter-over-quarter. So our bookings matched our build. But the number of things in our hopper in terms of projects we're quoting on and working with developers on is that highs we've never seen before. The time to convert those to the order book is longer, we think driven by challenges for the developers when interest rates keep moving. We're waiting for a surge when things stabilize in the interest rate environment and the developers can proceed with these projects. But there's such a buildup of demand. If you try and rent an apartment in Toronto, for example, the one comes available, it's rented out within hours if not days. And so we're really bullish on the medium-term demand for the projects. In terms of our ability to produce, Darwin is working with our 2 CEOs of Quest and BV. And we're looking at how we streamline the number of facilities we operate to maximize what our skilled employees can look after. A key part of that is going to be increasing production in our state-of-the-art Dallas facility, while we reconfigure our Toronto production. That's not something that will happen overnight, James. That's probably into next year before we can announce the processes that we're following and how quickly that will occur. But it will enable us to produce more product at a better price. So the window business remains one of the things we're most bullish about. It's improving every day with better contracts that we're working on now that were priced during the inflationary environment and the outlook for the medium term for demand is very strong.

The other thing I put out is, yes, our order book or backlog is maintained, but it's actually increased quarter-over-quarter because as we're producing more, obviously, we need more new contracts to fill the hole. So we're actually quite pleased with directionally where that's headed. And there's also, when we look forward, I think leveraging BVs and Quest respective capabilities that the other does not have. So whether that's rail and curtain wall that BV has Quest doesn't or U.S. installation capability that Quest has and BV doesn't that think that's going to definitely provide some increased opportunities and, quite frankly, increasing margins because, otherwise, Quest had to go out in third party of that work now we can internally provide it.

Yes, appreciate the call. And a quick one for me on CapEx before I turn it over. I know you talked about some and you gave some color on the timing of some of the big spend associated with your new contracts. But can you give a specific guide, and I know this is hard because the growth CapEx is unknown and will it be dependent on opportunity but a numerical guide for ‘23, ‘24 and ‘25, just so on our end, you can model for that free cash flow inflection that I think is going to happen in 2025, but just some color on there so we can point a point investors to that.

As part of our, when we give 2024 guidance, we'll give you a little more detail on that. What we can say is, I think it's a fairly reasonable assumption that if you were to take the money we've talked about for the medevac contracts and divide it over the next 6 or so quarters, you'll probably be pretty close. It may not be exactly that. It depends on when the manufacturers can deliver as aircraft. But I think that's reasonably close. In terms of the other major projects, the other things that we've committed are the aircraft for the Air Canada contract, which will be acquired during this year. So they'll be in Q3 and Q4 of this year. And the completion of the Gary Filmon terminal at the airport will happen between now and the end of next year. So those would be, Carmele, I may miss anything. I think that's the major projects to give a rough cadence for when we'll invest the money.

And that's correct. Just a couple of things. So the Air Canada one it's a quick spend and a quick turnaround with respect to its earning capabilities. So you'll see that probably most of the spend in Q3, but then we start operating, call it, mid Q4. And the Skyline that the opportunity that we spoke about earlier, that does not require capital. I probably should have mentioned that. So that is a service contract, as I said, very much like fixed-wing search and rescue. But otherwise, Mike, you had picked up all the major components of our growth CapEx and timing.

Your next question comes from Steve Hansen with Raymond James. Please go ahead.

Mike, maybe I'm reading into it a little bit too much. But in your M&A pipeline remarks, you suggested that you guys are now looking at opportunities on both sides of the business. I think over the past several quarters, at least, you've really been focused on the manufacturing side, and I think that's borne out in the transaction is completed. Has there been new developments on the aviation side that have got you more excited? And perhaps where do those lie within the portfolio? Or are they bolt-ons, larger deals? Just on that would be helpful.

We're looking at things on both sides of the business. And quite frankly, one of the things we're most excited about, Steve, is just the variety of size of transaction. Historically, our disciplined approach to purchasing has priced us out of the market after you cross through that $150 million barrier with the higher interest rates we're competitive on bigger transactions. So in both segments, we've got traditional-sized deals in the $50 million to $100 million range. And we're also looking at things in the $300 million, $400 million range and beyond. So it's a bit of both. Within aviation, it's stuff that's tangential to what we do. It's not really tuck-in kind of things like when we bought Carson Air, where it was another medevac carrier, it would be things that are related to what we're doing, but would represent expansions to the markets we're in.

Okay. That's very helpful and thanks for your color. And then just as a related note but on the organic side, the new contracts for the Force Multiplier overseas is encouraging. It sounds like that [indiscernible] flying pretty hard. Is that something that we can think about in terms of growing capabilities around the Force Multiplier program is that contract that you're currently in place to continue to extend? I'm just trying to understand the broader strategy overseas from the surveillance perspective.

The Force Multiplier concept was put together a number of years ago with the idea that there were going to be opportunities could jump into a need for a government somewhere in the world where they needed a fully constructed and fully staffed aircraft that could move quickly. And the opportunity with the home office in Great Britain was exactly that. They needed the plane, they needed it to fly as quickly as possible, and we are able to ramp up into that. In the Great Britain opportunity specifically, we expect an RFP for a longer-term contract that will follow on after our 18-month contract is complete. We think that this puts us in a great spot for that contract. We've been able to prove our capabilities and have more built a relationship with the government there. We don't take anything for granted, obviously, because we have to earn that business. And more importantly, we have to deliver a great product in the interim. I will say that the success of this on that contract has caused us to revisit the Force Multiplier concept and see whether we need that other aircraft in the future to that on-time availability capability where we can move quickly. And we've reached no conclusions on that. But given that the profitable use of Force Multiplier may lead us to a long-term contract would very much incent me to have more availability in the temporary access fleet.

Your next question comes from Cameron Doerksen with National Bank Financial, please go ahead.

So maybe just a couple of questions on the Northern Mat business. I think you were pretty clear at the beginning of the year that you weren't expecting a repeat of the Stellar 2022. But are you surprised that maybe it's a little softer than expected? I'm just wondering what your thoughts around that. And additionally, you mentioned that you're going to be shutting new production of new mats. Does that have like a margin impact as we look ahead for the next couple of quarters?

In terms of the first question, which is the surprise the softness, the impact of the environment has surprised us in that we didn't anticipate the fires and the exceptionally dry season. That's part of the vagaries of the business, right? Sometimes it's wet, sometimes it's dry. But the demand for the projects that have been delayed hasn't gone anywhere, they just haven't done them. And so I don't view that as a material change to our outlook in the longer term. In terms of margins, whenever there's more mass available, it can change pricing, particularly on the rental part of the business. Thus far, that has not occurred. We're keeping our eyes on it. But even with the really tough year environmentally, we're significantly exceeding the metrics we bought the company off of. What we expect to do this year in that business, it happened last year, we'd have been ecstatic. It's just we were spoiled by an incredible one-off year last year, and we've tried to be very transparent on that with the market. In terms of production, we have the ability because we're the only vertically integrated player to turn it on and off. We have wood inventory and would has normalized in costs, so that will help reduce the cost of future mats. But we're not going to invest the labor and turning them into mats until we know exactly how and where we're going to deploy them. So our ability to ramp up and down quickly is a big competitive advantage in times when big projects come to a close and some used mats become available.

Yes. We really have a seasoned management team at Northern Mat, and they're really good at reacting to and exactly proactively dealing with changes in environment and supply and demand. So they're focused on margins and maintaining them and they do an exceptional job in that regard.

Okay. That makes sense. Just second question, I'm just wondering if this is a potential future opportunity for you. You've got, I guess, for the fixed-wing search and rescue contract, you're in a joint venture with Airbus. Airbus has been selected to supply tankers for the RCAF. Just wondering if there's anything that's a possible new contract for you there in conjunction with your partnership with Airbus?

That's a good question. We obviously have a close relationship with Airbus. And we are having some discussions. I don't know what they'll end up, but Airbus is aware of our capability and we have a history of working well together. So we'll see where those discussions go, but we're hopeful something will come out of that.

Your next question comes from Konark Gupta from Scotiabank, please go ahead.

This is Elie Salameh for Konark. My first question is where would you expected returns on organic investments such as medevac contracts as Air Canada agreement relative to what you have been expecting on acquisitions?

We got a little trouble hearing you. Could you speak a touch louder, please?

My first question is where would you put expected returns on organic investments such as medevac contract and the Air Canada agreements relative to what you have been extracting on acquisition?

The organic stuff, we expect to hit our well-publicized 15% return criteria. We have to get the projects fully stand up and all the aircraft deployed, but we would expect to earn a return in line with what we're getting on the acquisitions or deals of that size, they're very competitive, and we have to stay very competitive on our pricing, but we would anticipate hitting our expected thresholds. Those contracts over time, tend to expand as well as governments want to add aircraft, add other services to the contract. And in those cases, that typically is good for the margins of the overall contract.

Okay. That's helpful. And my second question is with respect to the Air Canada agreement, are there any adjustments required going forward considering Air Canada's long-term partner [indiscernible] issues?

We tried to be pretty clear when we announced the deal with Air Canada, it doesn't represent a change in our strategy. PAL is a dominant player in the Maritimes of what we do, connecting small communities. And partnering with Air Canada made a lot of sense in that area because Air Canada needed capacity. And it's our area of expertise. So whether we'll be able to do more of it in that area, I'm not sure. We aren't trying to be chorus. They're good at what they do. We're working in a given area, and we're going to do a good job on this for Air Canada. But it works for us in that it's an area we have great expertise in the Maritimes, and we'll do a good job on it.

Okay. And then my last question is in terms of your M&A pipeline, how does valuation and potential returns it in aviation and manufacturing vertical? And do you have a big enough pipeline in existing verticals such that adding a new vertical is more likely in the near term?

That's a good question. I think that the returns between aviation and manufacturing are fairly consistent, if you look at it in terms of free cash flow, the EBITDA multiples are much higher on the manufacturing side because the reinvestment is much lower in a manufacturing environment than it is in an aviation environment where you're constantly overhauling aircraft. What we have seen is that we're competitive on bigger transactions. Now the proof will be in the pudding if we close something that's in Northern Mats size or larger. Northern Mat was the biggest deal we ever did a year ago, and perhaps if that had occurred a couple of years ago, we would have had other private equity competition. So right now, I think what we're seeing isn't so much an improvement in the returns we're getting as an increase in the size and the quality of companies that we're competitive on. Carmele, would you have anything to add to that?

No. The only other thing I'd add because I think there's a question on verticals or an additional leg I'll say. And as larger transactions become perhaps more attainable for us within the parameters within which we look at acquisitions. It's obviously something that we keep our eyes open for and might make it more possible on a larger level to add that third leg because we would look at a third leg as an acquisition that would be on the larger side so that it have enough substantiation to be its own leg.

Your next question comes from Krista Friesen with CIBC, please go ahead.

Thank you for taking my question. If I could just ask a little bit more on the Northern Mat side of the business. Have you seen any significant changes in the industry? Or is this all just a relatively normal course and it varies on weather patterns?

I think it depends on changes to what, Krista. Last year, we talked a lot about that. It was a perfect storm in the right way and that we had capacity. Our competitors didn't and there was significant demand. We tried to be pretty transparent that our competitors would add capacity and they have. There's nothing surprising in that. It's normal. Pricing within the business remains good. But the supply and demand variations are completely normal. And the business is still performing above what we expected when we bought it. So yes, it's different than last year, but we expected it to be different than last year.

Great. And maybe can you just remind us what your thoughts are for that business in terms of your ability to grow it, whether through tuck-ins or grow it geographically?

Yes. We still really like the business. We are a big player in Canada and the only vertically integrated player who both has operational capabilities, leasing and installing mat and constructing the mat. But the market is slightly different in the states in terms of product, in terms of how they make the mats, what they're made out of and how they're delivered. And we like the opportunity, like we have in many of our other businesses to cross the border into the U.S., and we're actively looking for the right entrance point into that marketplace. We've looked at a lot of different companies. And our team at Northern Mat is very particular in what attributes they're looking in our first U.S. base that we'll obviously try and grow off of. I think it's pretty likely that if we go into the United States, we're going to go with a mat of slightly different construction, whether it be different timber or whether it be a composite mat. There's lots of alternatives depending on which geography we choose in the U.S., but we remain very interested in growing that piece of our business through acquisition.

Your next question comes from Chris Murray with ATB Capital, please go ahead.

Hey Mike, this is maybe more of a theoretical question. But thinking about M&A, and we're given with it a little bit with Northern Mat now the volatility. Historically, you guys have always thought of M&A around certain verticals, but then using the diversification of existing parts of the portfolio to offset maybe volatility in your other part. But this seems to be, I mean, oilfield services or [indiscernible] has always been a pretty volatile business. You taint as you said, still you still bought it on numbers that were based off a lower baseline. But are you thinking about in the M&A strategy, maybe less volatile components to add? Or like how do we think about the sustainability of cash flows? Because it looks like I think the comment is that we'll be down a pretty substantial number year-over-year on this thing. So just thinking about how you manage volatility in the portfolio going forward may be helpful?

Yes. Most of our businesses, all businesses have some cyclicality to them. And the matting business does as well, probably a little more than typical. But the apparent volatility in it right now is simply because we bought it immediately before probably the best year in 20 years in the business. And we tried to be very transparent with the market about that, that, hey, this is a great acquisition. It's not going to be like this all the time. But I guess the only place where I disagree, just a touch on the premise is that as that business has moved towards more work in the electrical transmission and distribution, that tends to be much more consistent than the oil and gas component. And so we don't expect it to be wildly cyclical like in oilfield services business per se. In terms of the theoretical question about general cyclicality, we pay a monthly dividend. So we need our results to be predictable and grow consistently. And so I think what the other things we're looking at would tend to be more traditional for our portfolio for lack of a better term.

Okay. That's helpful. And then just a quick one around Regional One and leasing in the parts business. Leasing still feels like it's maybe going to be a bit more challenging. Is there anything that you think that is going to exchange that? We're starting to see pretty crazy numbers in the regional business. So you understand that folks are trying to keep aircraft going where it is. But is there anything that you folks are seeing on the horizon that says that the leasing business is structure you are going to change or something is going to shift in that business?

No, not really. We continue to invest during COVID in our fleet, and we have some bigger aircraft, particularly from the ERJ point of view. But it's really just the ramp-up of getting the balance of our fleet flying the way we expect it to, both on an engine and a full aircraft basis. And we expect to see sequential improvement, like we did this last quarter over the next 3 or 4 quarters. But by the end of the year, we should see a sense of normalcy in the leasing. Carmele, would you want to add anything to that?

Yes. And the other thing I'd add is we look at the pilot shortage through the North American lens. If you look at Africa, for instance, it's not really a significant issue there. So we're seeing lots of opportunity in Africa. In time, the regional business, it will come back. That size of aircraft needs to be flying and will be flying. And we have no doubt that we're positioned our portfolio to be there. And in the interim, we focused on engines because there's obviously a big demand because you can't get into MRO shops, if you do, the weight is way too long. And so we're the solutions provider in that regard. So we're really happy with actually the trending we're seeing in the leasing and see that just continuing in the right direction. So we expect it to get back early-first part of 2024. So no fundamental change from our perspective. It's really a timing issue, nothing else.

[Operator Instructions] Your next question comes from Jonathan Lamers with Laurentian Bank, please go ahead.

Relative to my estimates, the strength was in the traditional legacy airlines and provincial business. It looks like the passenger volumes have normalized a few quarters ago. At what point do we lap the point where things have normalized post-COVID in that business?

It's a really good question. It's a little bit geographic. So if we were looking at our maritime panel business, we're now well ahead of where we were in 2019. In Manitoba and Nunavut, we're probably at or slightly above historical layers. Whereas in Northwestern Ontario, we would still be a little bit behind where we were going into the pandemic. But understand, we've added capacity over that period and added contracts, particularly in the contractual charter business, where we're moving people to and from mines and those kinds of things. So we've actually grown the business over that period as well. And so we envision that strength continues. And it really makes a big difference in our business where we're going into a community way whether it be 2, 3, 4 times a day depending on the community, particularly in [indiscernible] where we contractually agree how often we're going to go. Adding those last 5% or 10% of passengers make a big difference to the financial returns.

And just on the seasonality there, pre-COVID, a Q3 for the Legacy Airlines and Provincial Group in terms of revenue looked a lot like Q2. Since COVID, we've seen Q3 become the strongest quarter of the year, now as we think about stepping off from Q2, would you think the Q3 will be much stronger, much as it was last year? How are you seeing the trends year-over-year into end of July?

I think the seasonality of the business is pretty consistent to pre-COVID, which is Q3 is slightly better than Q2. Last year, it was exacerbated by we still had the impact of Omicron in Q2, and by Q3, it was mitigating substantively. So the delta between the quarters won't be as big as we experienced in a couple of the COVID years. But from an aviation point of view, the busiest part of the year for us is always Q3, and we don't envision that changing.

And maybe just following up on the aircraft leasing question. Do you have any other comments on the growth in demand that you're seeing there? Anything on the contracts you're seeing building and setting up for the second half and maybe for 2024?

Yes. We have a reasonable line of sight over the next couple of quarters, where we know what contracts you've already entered into. The demand for the engine portfolio is strong, and we're slowly ramping the full aircraft part of it. So for us to lap 2019, we're going to be into early next year before we see that. But we'll see consistent improvements over the next 2 or 3 quarters to get there. Carmele, anything you want to add to that?

No. Well, one other thing. I think Europe is also, I mentioned Africa, I think Europe is another place where we're seeing opportunities as they start getting back their regional airline operations, both on whole aircraft as well as engines, and we've got some contracts signed up for that jurisdiction that we hope to start placing aircraft probably the latter part of Q3 and into Q4. And sometimes the delay in getting these aircraft online is actually getting the work done that needs to get done to get them online. And as we've talked in the past, MRO shops are really difficult to get in. And then when you're there to get the work done as quickly as you'd like to have it. So that's pushed things to the right a bit as far as getting our aircraft online, but we know that as soon as they're ready to go, they have a home. So we're pleased about that.

Your next question comes from Tim James with TD Cowen, please go ahead.

My first question, and really, I'm thinking out across the entire portfolio of businesses. Are there any unusual cost or margin headwinds that you anticipate relative to what you've seen in the first half of the year? It seems like there's a long list of coming margin expansion opportunities. But I'm just wondering if there's anything in there, whether it's mix related or ramping up of some new business where you'll actually have some cost headwinds. And I'm thinking beyond just the inflation that obviously is embedded in the business and that you have to deal with anything outside of that?

I think the only 2 things I would point out, they're both aviation related. As we ramp and get close to starting up the contracts, the medevac contract in particular, we'll be hiring pilots in advance of when we're flying because of the difficulties in flying them. So there'll be a cost drag in the quarter or 2 before we start flying because we'll have hired the staff and then we've completed a number of union contracts with ALPA, which have reasonably significant cost increases in them. And while we have the ability to pass those on in markets where our contracts that don't specifically deal with labor costs as part of the adjustment, there's occasionally a lag until we can run it through as a CPA adjustment or in an annual renewal or those kinds of things. So there can be some cost bumps as it relates to the new union contracts. But we're getting close to the end of those. We've got 1 or 2 more to go, but we're largely through most of it.

Okay. Yes, that's exactly the kind of items I was looking for. That's helpful. My second question, Mike, I don't know if you want to comment on this, but I'm curious to get your thoughts on the overall company valuation and the share price. If you reflect back the performance of the business through the pandemic was quite something and really showed the value. This year for a business that's tough to have material new contracts and pieces of business, you've secured many. I think the business has performed very well. Yes, the valuation and the multiple hasn't in fact, arguably, it's down from previous levels. What are your thoughts on the share price and the valuation and your cost of equity and the implications for you over the long term?

It seems to improve and fits and starts, Tim. We've historically been a retail stock. And so the trading was thinner than we'd like it to have been. And it would move emotionally. We've moved now, I think, particularly because of our performance in the pandemic and post-pandemic, we've increased our institutional ownership and we continued to perform well. One of the things we suffer from is tied to other aviation companies through pure aviation funds, which when they have adjustments in those funds, and it impacts us disproportionately. The bottom line is the market will get it right. we're trading at a multiple that's below our historical average at this point in time, especially when you look forward with those contracts and stuff, we've talked about that we expect to be over $600 million next year. And with those other contracts and the acquisition pipeline, $700 million is probably not far behind that. So I'm really bullish about where it goes, a 5% dividend CAGR for 20 years is largely unmatched. And if you look at our aggregate annual shareholder return through the end of last year, we've averaged 20% a year basically for 20 years. And so from my point of view, while I'd like the stock price to move faster, 20% a year for 20 years is pretty darn good. So I look at that chart every time I get a little frustrated when I don't understand why we haven't moved more quickly.

Yes. That's a good perspective to put on it.

There are no further questions at this time. Please proceed.

Well, I'd like to thank everyone for joining us today. I'd like to thank all of our stakeholders for their ongoing support, and we look forward to speaking to you again in November. Have a great day and enjoy what's left of the summer.

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