Good morning, ladies and gentlemen, and welcome to the Chorus Aviation Inc first quarter 2022 financial results conference call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question-and-answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Friday, May 6, 2022. I would now like to turn the conference over to Nathalie Megann. Please go ahead.
Thank you, Operator. Hello, and thank you for joining us today for our first quarter 2022 conference call and audio webcast. With me today from Chorus are Joe Randell, President and Chief Executive Officer, and Gary Osborne, Chief Financial Officer. We'll start by giving a brief overview of the results and then go on to questions from the analyst community. Because some of the discussion in this call may be forward-looking, I direct your attention to the caution regarding forward-looking information and statements, which are subject to various risks, uncertainties and assumptions that are included or referenced in our management's discussion and analysis of the results and operations of Chorus Aviation Inc for the three months ended March 31st, 2022, the outlook section and other sections of our MD&A where such statements appear.
In addition, some of the following discussions involve certain non-GAAP financial measures, including references to EBITDA, adjusted EBITDA, adjusted EBT, and adjusted net income. Please refer to our MD&A for a discussion related to the use of such non-GAAP measures. I'll now turn the call over to Joe Randell.
Thank you, Nathalie, and good morning, everyone. There were significant accomplishments in our first quarter, and we once again delivered positive financial results. The past two years have been difficult. However, it now seems the worst is behind us. Globally, passenger demand for air travel is rebounding, and the regional sector is leading the way. Our Jazz operation is ramping up for the summer peak period, and we are hiring new employees across the organization. As Air Canada shared in their first quarter report out, they are experiencing steady increases in key metrics such as revenue and passenger load factor to the point where they've been exceeding 100,000 customers per day. Lease collections are steadily increasing.
First quarter lease revenue recognized and collected by Chorus Aviation Capital grew to approximately 92% from 83% in the previous quarter, and the portfolio utilization is now operating at approximately 95% of pre-pandemic levels. As more aircraft return to the skies, there's growing demand for our parts provisioning business at Voyageur, where we're hitting record sales. We are expanding our aircraft parts offerings, now moving into the ATR product. All are positive indications that the passenger aviation business is on the path to recovery. Of course, the greatest accomplishment so far this year is our acquisition of Falko, a market-leading aircraft asset management company with an excellent history and tremendous growth opportunities. We are now the world's largest aircraft lessor focused solely on investing in the regional aircraft leasing space and a leader in all aspects of regional aviation.
The addition of an asset management platform and the equity interest in 123 owned and managed aircraft create scale and a differentiated business model. Our customer base has increased from 19 to 32 airlines, expanding our geographical reach from 16 to 23 countries and increasing the value of assets under management to approximately $4.5 billion, with a total fleet of 353 regional aircraft, inclusive of the beneficial interest in five aircraft trusts, which we expect to close by the end of the second quarter. With the addition of Falko's asset management platform, we will grow our leasing business through an asset-light model, which significantly increases cash flow generation, improves return on invested capital, and facilitates the pursuit of larger deals with more efficient access to equity capital.
Growth through third-party capital in various funds reduces balance sheet exposure, lowering debt and residual value asset risk, while enhancing stability and diversity of earnings through asset management fees. This acquisition is truly transformative for Chorus, significantly advancing our growth and diversification strategy. With the addition of Falko, in 2022, we expect to derive 50% of our earnings from non-CPA related operations. Our immediate priority is to integrate operations and execute on the opportunities this transaction brings, including plans to launch a new fund this year. The Falko management team has a successful track record of raising and deploying capital. Since 2011, Falko, through its managed funds and affiliates, has acquired over 320 regional aircraft, regional jet and turboprop aircraft, and since 2015 has raised over $1.1 billion in equity capital.
We believe the timing of this acquisition is opportune as global air travel returns and grows and demand for regional aircraft leasing increases. This, combined with our extremely strong and experienced team, positions us well to capitalize on the current environment and to generate attractive returns for investors. We have no doubt that we're in the right sector of the aviation business. The growing demand for regional aircraft is balanced by a supply of new aircraft, as most deliveries are made to order by the manufacturer. There is little overhang from new aircraft orders, allowing for redeployment of idle aircraft. As the pandemic abates, airlines are looking to curb costs by rightsizing their fleets with aircraft financed off balance sheet.
Regional lessors will continue to be an indispensable component of the aircraft financing industry, and with recent market dislocation and a changing competitive landscape, we are well-positioned to capitalize on growth opportunities. There are only a handful of operating lessors of scale with regional portfolios. The majority of the world's regional fleet is managed by three operating lessors, of which Chorus is one. Of the remaining two, one has signaled a shift in strategy to include narrow-body aircraft. The other already has a significantly larger portfolio of wide and narrow-body aircraft in addition to its regional fleet. The remaining operating lessors focused solely on the regional aircraft segment have smaller portfolios than the combined Chorus-Falko platform. Some of these smaller players are capital-constrained or focused purely on turboprops.
In addition to larger scale, the Chorus-Falko combined leasing platform has a broadened market opportunity that covers the full age spectrum of regional aircraft, from new deliveries to mid and end of life aircraft. Our access to capital through third-party equity funds is unique in the regional space. Finally, Chorus's technical skills and capabilities, including aircraft repurposing, end of life disassembly, and parts provisioning and sales, provide multiple opportunities to maximize returns on aircraft assets. With fewer than 25% of the world's regional aircraft fleet being leased, there's plenty of room to grow, and we see substantial opportunity to place regional aircraft this year. The pandemic has opened new opportunities for us. With airlines expected to seek liquidity through sale and leaseback transactions, we have many new prospects and have numerous transactions under evaluation. Like the rest of the world, we're watching developments in Eastern Europe.
We do not have any aircraft in Russia and do not foresee this terrible conflict affecting the growth of our leasing business as there is opportunity for growth in the other jurisdictions. We continue to make progress on the implementation of our ESG strategy and intend to publish our 2021 report in advance of our June AGM. To further formalize our ESG strategy, we recently completed a materiality assessment to identify and prioritize the ESG topics that are most important to Chorus and our stakeholders. This comprehensive process involved consultations with numerous stakeholders, including shareholders, customers, employees, suppliers, and lenders. The assessment provides the basis for determining the high-priority focus areas of our ESG roadmap, and we will be sharing more detail on this in our upcoming sustainability report.
We are committed to doing our part to improve the environment, and as such, we are setting an ambitious target to strive for net zero greenhouse gas emissions within our operations by 2050. We were very proud to participate in Air Canada's celebration of Earth Day when we flew a CRJ900 from San Francisco to Calgary using sustainable aviation fuel as part of Air Canada's Leave Less Travel Program. We were one of four flights Air Canada operated. The use of sustainable aviation fuel on these flights reduced greenhouse gas emissions by approximately 39 tons of carbon dioxide compared with the use of conventional fossil jet fuel. There are many initiatives being explored in our industry to reduce emissions, and we're closely watching the development of other aircraft technologies such as electric, hybrid, and hydrogen-powered aircraft.
I'm also pleased to share our commitments regarding equity, diversity, and inclusion. While we have received numerous employment awards over the years, we recognize there is still more to be done. We are committed to increasing our workplace representation by at least 10% over the next five years in each of Canada's Employment Equity Act defined designated groups, including women, visible minorities, Indigenous people, and persons with disabilities. Further, we have a goal to increase the total diversity of our leadership team to at least 50%, including a target to increase women in senior leadership roles to 30%. Jazz's recent employment awards, including Canada's Best Diversity Employers for 11 consecutive years and one of the best places to work are a testament to our commitment to our employees for safe, equitable, and inclusive workspaces, and more work in this regard will continue.
Thank you for listening. Now I'll turn the call over to Gary to take you through our first quarter financial results. To provide some more insight into how accretive the Falko acquisition is expected to be to the earnings for the balance of this year.
Thank you, Joe, and good morning. Before I review the quarter, I would like to say how pleased I am to welcome the Falko team to the Chorus family with the close of our acquisition on May 3rd. As I take you through the financial highlights for the first quarter, I will also review the 2022 guidance we have provided, given the significance of this investment. Here's how the first quarter of this year compares to the same quarter of 2021. We generated adjusted EBITDA of CAD 83.3 million in the quarter, consistent with the 2021 Q1 results.
The RAL segment's adjusted EBITDA increased by CAD 2.8 million due to the recognition of an expected recovery on Chorus's claim in the Aeroméxico bankruptcy, a CAD 2.5 million decrease in the expected credit loss provision, and increased lease revenue from re-leased aircraft, partially offset by lower lease revenue attributable to negotiated lease amendments. The RAS segment's adjusted EBITDA decreased by CAD 3.6 million. The first quarter results were impacted by an increase in stock-based compensation expense of CAD 3.7 million due to the change in share price inclusive of the change in fair value of the total return swap, and an increase in general administrative expenses attributable to increased operations, partially offset by an increase in other revenue due to an increase in parts sales, partially offset by a decrease in third-party MRO activity in contract flying.
An increase in capitalization of major maintenance overhauls on owned aircraft of CAD 1.4 million. Adjusted net income was CAD 17.7 million for the quarter, an increase of CAD 2 million over the first quarter of 2021 at CAD 0.10 per basic share due to a decrease in net interest costs of CAD 4.8 million and a decrease in depreciation expense of CAD 1.1 million, partially offset by a CAD 0.8 million decrease in adjusted EBITDA as previously described, an increase of CAD 2.2 million income tax expense on adjusted items, and an increase of CAD 1 million primarily due to unrealized foreign exchange losses on working capital.
Net income increased CAD 61 million over the first quarter of 2021 due to the previously noted increase in adjusted net income of CAD 2 million, a decrease in one-time restructuring costs of CAD 81.8 million related to the 2021 CPA amendments, partially offset by a decrease in income tax recoveries on adjusted items of CAD 21.5 million and strategic advisory fees related to the Falko acquisition of CAD 2.7 million. Now turning to liquidity. As of March 31st, 2022, Chorus's liquidity was CAD 199.7 million, including cash of CAD 110 million and CAD 89.7 million of available room on its operating credit facility.
Liquidity increased from the fourth quarter of 2021 by CAD 11.2 million, primarily due to the increased cash flow from operations of CAD 41.5 million and an increase in committed operating credit facility of CAD 25 million, offset by scheduled payments on long-term debt of CAD 44.6 million and capital expenditures of CAD 11.6 million. During the quarter, Chorus generated cash flow from operations of CAD 41.5 million. Other key liquidity changes during the quarter were as follows. Increased cash of CAD 10.3 million due to a decrease in restricted cash. Decreased cash by CAD 14.1 million due to an increase in working capital driven by an increase in the receivable from Air Canada. Decreased cash by CAD 7.2 million due to a decrease in security deposits and maintenance reserves.
Leverage decreased from the fourth quarter due to an overall reduction in net debt of approximately CAD 61 million. Net debt to adjusted EBITDA ratio continued its decline, going from 5.4 at the end of 2021 to 5.2 as at March 31st, 2022. On May 3rd, 2022, we completed the Falko acquisition and expect to close the acquisition of the trust interests on the five aircraft shortly. Concurrent with the closing of the Falko acquisition, we completed a private placement with Brookfield, whereby they subscribed for $300 million of preferred shares and $74 million of common shares. In addition, on May 2nd, 2022, we entered into a new $30 million unsecured revolving operating credit facility with a nine-month term maturing in February 2023.
Taking into account the draws under our credit facilities and the payment of consideration for the Falko acquisition, we anticipate having total liquidity in excess of CAD 100 million for the remainder of 2022, with approximately half of such liquidity consisting of cash and the remainder consisting of available credit. Given the Falko acquisition, we provided earnings guidance in the outlook section of this quarter's MD&A. Key highlights of the guidance include consolidated revenue to range from CAD 1.57 billion to CAD 1.81 billion, with between CAD 260 million and CAD 275 million in the RAL segment. The RAS segment, excluding pass-through and controllable revenue, is expected to have between CAD 310 million and CAD 330 million in revenue. Pass-through and controllable cost revenues are expected to be between CAD 1 billion and CAD 1.2 billion.
Adjusted EBITDA for the RAL segment is expected to be between CAD 215 million and CAD 235 million, and the RAS segment between CAD 205 million and CAD 220 million. Adjusted EBT for the RAL segment is expected to be between CAD 75 million and CAD 90 million, and the RAS segment between CAD 74 million and CAD 84 million. Adjusted net income available to common shareholders, which deducts the dividend paid to preferred shareholders and the minority interest acquired in the Ravelin Holdings LP to be between CAD 93 million and CAD 108 million. Adjusted EPS available to common shareholders is expected to be between CAD 0.48 and CAD 0.56. Net debt to adjusted EBITDA is expected to be between 4.7 and 5.0 at the end of this year. Return on invested capital is expected to be between 7% and 7.9%.
Cash flow from operations and net changes in non-cash working capital is expected to be between CAD 270 million and CAD 320 million. Key assumptions related to this forecast are included in the outlook section of the MD&A and include the launch in the second quarter of 2022, a new investment fund managed by Falko with a minimum of $500 million in capital commitments with management fees and terms commensurate with those in Falko's prior funds. Revenue is based on current contracted lease revenue and forecast of revenues for leased aircraft and asset management fees. Aircraft leasing revenue under the CPA and fixed margin revenue is expected to be $114.7 million and CAD 66.3 million respectively in 2022.
A combined weighted average statutory tax rates for each of the individual entities based on the jurisdictions in which they are taxable. No disposals in 2022 of aircraft leased under the CPA or in the RAL segment. A foreign exchange rate of 1.25 to translate U.S. to Canadian revenue and expenses. The forecast also excludes the impact of the purchase price allocation or PPA adjustments for the Falko acquisition as required under IFRS 3 Business Combinations. Our preliminary PPA assessment will be completed for Q2 report out, and we expect to have a final assessment completed by December 31st, 2022. Before turning the call back to Joe, I would like to acknowledge the continued dedication of our team, especially with respect to their outstanding efforts related to the successful close of the Falko acquisition.
With that, I'll turn the call back to Joe.
Thanks, Gary. I would also like to close off on the topic of our employees who remained focused and committed throughout this pandemic. They kept safety and operational integrity at the forefront and took great care of each other and our customers. It's their efforts, including the advancements made in our leasing business by Chorus Aviation Capital, by the Chorus Aviation Capital team, that contributed to this transformational moment in our history. I sincerely thank all our employees for their patience and hard work. Collectively, we remain energized and are excited to welcome the Falko employees as we embark on a new era for our company that will deliver additional value to our stakeholders. I also want to recognize Nathalie, as this is her last analyst call, as she will be retiring from Chorus at the end of June.
I've had the pleasure of working with Nathalie Megann side- by- side for almost 25 years, and today's call marks our 65th quarterly analyst call together. We'll definitely miss you, Nathalie Megann, and we wish you well in your next chapter. Tyrone Cotie, who is with us here in this room, will be assuming responsibility for investor relations effective July 1st. Thank you for listening, Operator, and we can now open the call for questions.
Thank you. Ladies and gentlemen, we will now begin the question- and- answer session. Should you have a question, please press star followed by one on your touch- tone phone. You will hear a three-tone prompt acknowledging your request, and your questions will be polled in the order they are received. Should you wish to decline from the polling process, please press star followed by two. If you are using a speakerphone, please lift the handset before pressing any keys. Your first question comes from Kevin Chiang, CIBC. Kevin, please go ahead.
Thanks for taking my question, and then, I echo congratulations, Nathalie. Best of luck in your retirement and thank you for all your help the past decade, as I've covered the stock at least. Maybe just turning to, you know, how your risk management processes might have changed, you know, given what's happened to the leasing world, you know, since the onset of the Russian-Ukraine conflict. As you look to, you know, deploy this capital, through this asset management business, you know, have you changed like the jurisdictions you're not willing to enter into? Has there been a change in how you think of the lease rates you wanna put out there to cover off some of those risks?
You know, would be interested in hearing how your risk management processes might have changed over the past two months or so?
Yeah, our risk management view hasn't changed very significantly from what it was previously. We spent a lot of time looking at jurisdictional risk, political risk in, you know, in each of the transactions we did. You know, in working with Falko now, I think they've taken very much the same approach. You know, as I mentioned, we do not have any exposure in Russia, et cetera. You know, there will be some degree of worldwide risk no matter what. You know, we feel that the jurisdictions that we're in, we're quite comfortable with them and with the carriers that we have as customers. You know, we've not seen any impact with respect to or any particular impact on lease rates or lease rate factors as a result of this.
Obviously, there are a lot of aircraft that have been dislocated in Russia. There are a lot of larger lessors that have had a significant impact as a result of the sanctions, et cetera. You know, the regional business itself, you know, and the assets that are in the segment are not widely used in Russia either in some of these other jurisdictions, even including the Ukraine. We're not seeing really at this point much of an impact. We're not seeing really much of a change in terms of pricing approach, et cetera. We will continue to be you know, very cautious on the jurisdictions and the political risks that we take with any of our new customers.
Okay. That's helpful. If I could ask on the fund that Falko will be issuing this new investment of $ 500 million. Historically, you know, prior to this asset management business coming into your fold with the Falko deal, you know, I think you had previously indicated about CAD 100 million of internally generated cash flow would be used to acquire planes, and you'd lever that up kind of three-to-one. You know, with this more asset-light approach, I guess first, is that the way we should be thinking about that CAD 100 million now goes into the fund? Is that kind of the reallocation of that capital, or is that CAD 100 million not the right bogey to use anymore?
Too, it seems like given this is asset-light, that the return on invested capital should be better than what you would've gotten, you know, when you were levering up, you know, the equity you're putting in. Just wondering what you see the incremental ROIC being as you continue to expand your fleet indirectly through this asset management business.
Yeah. Kevin, it's Gary here. On the asset management side, we will continue to grow those funds, and we will be a participant in those funds. From that perspective, yes, we will, you know, we will certainly see some growth in there. As far as the on-balance sheet, you know, anything that will make its way to the balance sheet, it would be limited, certainly moving ahead. We're working through a lot of that with the Falko teams. Nonetheless, I think you can see us co-investing or investing in those funds alongside. Yes, as we move ahead, you know, we expect returns to get a bit better, especially as you direct more into the asset management side because the leverage ratios and that should, you know, continue to go down.
Our focus on growth will certainly be through that approach.
Yeah.
The funds will be our primary growth vehicle on the leasing side.
Okay. Maybe just last one from me here, again, with this asset-light approach, does that change how you think about a dividend? Is that still something you'd like to bring back? You know, your collection rates are almost back to where they were pre-pandemic, at least for your leased fleet. Utilization rates are high. The CPA is proving to be resilient. It feels like we're in a sustained recovery here. Again, you know, you have an asset-light vehicle to grow RAL. I just want to put that all in a blender, like, what does the dividend stack up here in terms of reintroducing some sort of payout?
Yeah. Obviously, by changing our business model, you know, it changes our leverage. It, you know, it changes projected cash flows and things of that nature. You know, we have a lot to consider here in terms of the balance sheet going forward, and we want to make sure that it is robust. We have more work to do on our capital structure, I'd say, and with respect to the use of cash and future investment. What this does, I think, is it gives us far more flexibility in terms of what we do. You know, at this point, you know, we understand the importance of the dividend, et cetera, to shareholders.
At this point, I think it'd be premature to make any type of commitment. We need a little more time.
That's it for me. Thank you very much. Have a great weekend, everybody.
Thank you, Kevin.
Thank you. Your next question comes from Walter Spracklin, RBC Capital Markets. Walter, please go ahead.
Yeah, thanks very much. Good morning, everyone.
Morning.
Morning.
Nathalie Megann, best of luck to you as always. You know, it was great working with you, and wish you all the best for sure.
Thank you.
Starting, I guess, with the first question here is on the integration. I know this is a very large transaction for your company and your management team. Just curious as to what you're looking for. I know it's early days, but can you give us an indication of whether there's been any surprises. Are there any KPIs that we can or that you're looking to assess that we can follow as you integrate that acquisition. How long a process do you think the overall integration will take.
Yeah. You know, it's still early days, but you know, obviously we've started working with the Falko team now. We spent a lot of time on this from a due diligence process prior to making the commitment, et cetera. You know, the more we look at it, I think the happier we are about the commonalities, not only on the assets, but even on the cultural side, et cetera, between Falko and Chorus. I think you know, the team together is very, very strong. We cover so many aspects of regional aviation, and a lot of history here, a lot of experience, et cetera. If anything, I think it's been reassuring them in terms of the strength of the team and the strength of the plan.
That's not really a surprise, I guess, but it's a reassurance. We've seen nothing that, you know, we would say, "Oh, this is something we should have looked at or we're concerned about," et cetera. You know, but we're really focused now, as we've said, on launching this new fund. You know, and our organization will probably be more involved in the trading side of the business as well. I think it's. You know, all indications for us right now are extremely positive.
Yeah.
That's fantastic.
Walter, it's Gary here. I'd reiterate that and just say we have been very pleased with the acquisition thus far. As you can see in our overall section, you know, it's coming in where we expect, so.
That's great. Okay. Joe, last quarter, you gave us an indication with your booking curve as to where you were trending one quarter ahead on capacity as a percentage of 2019. How far out can you look now and obviously coming up on the important summer months, what have there been any major changes that have been surprising in terms of the speed or the overall speed of the recovery? I know we did hear from Air Canada, but just curious to hear from a regional perspective, your view on that, the pace of that recovery and whether it's meeting, you know, to whatever expectations you might have had before, whether it's meeting or exceeding those.
Yeah. Well, I think the pace of the recovery is extremely strong. People are anxious to get back up in the air, et cetera. I think, you know, some of the airports are struggling a little in terms of handling, you know, some of the security side and that sort of thing. From a Jazz point of view, when we look at the utilization of our fleet, our aircraft will be very fully utilized over the summer period. I don't have the exact number, and the comparison is a little different because in 2019, we had a different fleet than we have now. During the pandemic, we transitioned over to Embraer 175s, we moved out of the Dash 8-300s.
It isn't a total apples to apples comparison. What I can tell you is that, you know, we're going to be pretty full up, this season coming up. You know, it's all go.
That's fantastic. Any color, and I know it's hard to gauge this, but it's an important consideration for the airline industry and Canada as a whole, and that is business travel. Like I said, I know it's hard to judge whether a ticket is a business travel ticket or not, but I know you have. You know, you and Air Canada have some fairly sophisticated algorithms that can decipher somewhat. What's your view on the comeback of business travel? I would say that friends and family travel is perhaps filling a lot of that summer activity that you're describing, Joe. But curious to hear your view on the pickup in business travel, at least starting with the regional side.
Yeah. I don't have any algorithms or whatever. I think that would probably be more a question for Air Canada. But all I can tell you is sort of anecdotally that, you know, I see all kinds of signs of business travel picking up. You know, we had our board meeting here yesterday, with folks from Ireland and California, et cetera. And, you know, everybody's traveling. They traveled here for this meeting. You know, the hotel here was pretty full. So, and a lot of that, and what I've seen is business related. But again, I can't tell you what percentage or anything like that. But again, I think people are anxious to get back, meeting face to face, et cetera. And it's like us now with the integration of the Falko team.
We've been back and forth to the U.K., to Dublin. As a matter of fact, we're leaving again on Sunday night. You know, and that's all the return of business travel, really post-pandemic. Although, you know, I guess we're not totally through it, but, you know, all signs are very positive.
Okay, that's fantastic. Appreciate the color. again, Nathalie, best of luck. Cheers. Thank you.
Thank you.
Thank you. Your next question comes from Matthew Lee, Canaccord Genuity. Matthew, please go ahead.
Hi. Good morning, everyone, and congratulations, Nathalie. Maybe just to start with the housekeeping question. You know, in terms of your plans to report the Falko division, are you gonna split out management fees and leasing returns? If so, can you kinda give us some color right now as to what the current split is?
Sorry, could you repeat that? It was a little garbled.
Yeah. Most of my questions have been answered. You know, in terms of the way that you report the Falko division, are you planning to split out management fees and leasing returns? Can you maybe give us some color as to the current split?
Between the management and the returns. Okay, sorry. With the management fee and the leasing return. Yes, they'll be in the RAL division. We're still working through the disclosure. It'll be. You know, we'll certainly give some color on various aspects of it, but, you know, we still gotta work through that here in Q2, Matt.
Great. You know, you kinda discussed some of the technical skills that Chorus is bringing to the partnership. You know, was Falko previously outsourcing those skills, or is this kind of a new method of value creation for the business?
Yeah, generally, you know, a lot of the services that now we can provide in terms of the total platform, Falko was outsourcing before. You know, for instance, we see this fleet now, including the Falko fleet, as feeding our parts business, as an example, aircraft repurposing, et cetera. Those were more unique on the Chorus side of the equation. Again, very complementary, in terms of the skills that are at Chorus and what Falko had previously been farming out.
Okay, thanks, guys. That's it for me.
Thank you. Your next question comes from Cameron Doerksen, National Bank Financial. Cameron, please go ahead.
Yeah, thanks very much. Good morning, and also congratulations, Nathalie. It's been a pleasure working with you over the years. I guess I had a couple of sort of more modeling questions here. You know, I appreciate you're still kind of working through some of the disclosures you're going to have with the Falko acquisition, but is it safe to say that basically all the revenue and, you know, I guess maybe EBITDA is gonna be consolidated with Chorus, even the stuff where you've got, I guess not a full ownership of the, you know, things in the fund. Maybe you can just talk a little bit about how the, I guess, the consolidation is gonna work.
Yeah. Cam, it's Gary. In our MD&A, we've disclosed the three companies or interests that we have the majority ownership in.
Right.
All those would be consolidated. One of the funds where we own, I think it's something just less than 4% or so, that would not be consolidated. Where we own a majority, those would be the ones that come in. The ones we disclosed in the MD&A there, that's what you should focus in on.
Okay. How about the debt that was associated with the purchase? Is it 100% of that gonna be on your balance sheet?
That is correct. All those funds that we list there, including, and the one with the minority interest is the Ravelin Holdings. 100% of that debt will be on our statements, yeah.
Okay. We should think about that sort of $400+ million debt sort of being added to the balance sheet. If that's the case, you know, if...
Sorry. Yeah. The $ 400 million, we disclosed $ 405 million as being the rough debt numbers that would come across, and those, that's what you can expect to see come across.
Okay. It looks like your questioner has dropped from the line. Your next question comes from Miguel Ladeira , Cormark. Miguel, please go ahead.
Everyone. You noted that you'll be a participant in the funds, but can you disclose the expected split between internal versus third-party capital invested?
The split between the internal versus we're still working through that. We will be a minority owner in those funds, so we'll be less than 20%. We don't expect being above 20 at any point in time in any of the new funds that we're establishing. If you go to the MD&A, the 100% and the 64.2%, companies that we purchased, you can see them there. The other funds are, we have a minority interest and it's pretty minor.
Just to follow up there on the $ 500 million fund, how fast do you think you can deploy the capital once it is raised? Do you already have a sufficient pipeline or does that still need to be developed?
I think from a pipeline perspective, there's a lot of opportunities out there. You know, from our side, we've been modeling it anywhere from 2.5 to three years to be fully deployed as it makes its way out. You know, commitments will be a bit, you know, they'll be lumpy, but conceptually, it's about 2.5 to three years.
That's all for me. Thanks, guys.
Yep.
Thank you. Your next question comes from Tim James, TD Securities. Tim, please go ahead.
Thank you. Good morning, everyone. Congratulations, Nathalie. It's been a pleasure. All the best for the future.
Thank you.
Yeah.
I guess just one question, and I don't know to what extent you can comment, but I'm wondering if you can characterize the proportion of your lease agreements where you have renegotiated lease rates. I guess the follow-up to that is, you know, if you can kinda comment on lease rate factors and, you know, where they stand relative to sort of pre-pandemic.
Lease rate factors, you know, certainly in this market, we haven't seen a major change in, you know, how you determine them as far as that goes. There's still a steady formula. As the interest rates and other things make their way through, we expect those things to adjust. As far as, you know, the revenue we're booking, it's, you know, per GAAP and the lease rate amounts you see there are certainly making their way through restating.
Yeah. The lease rates for, you know, the aircraft that are grounded here as the industry picks up the surplus obviously are still lower than we would hope. They are recovering. There are signs that, you know, with respect to the valuations that are put on the fleet and the corresponding lease rate factors, we see that improving as the surplus is absorbed. You know, there's not a lot of new equipment being manufactured out there. As you know, you know, the 400s are not being manufactured. There are no more CRJs, and you know, there are a limited number of ATRs.
The fact that there is no overhang from a lot of new manufacturing and misplaced or not placed new equipment I think will help boost the lease rates on the fleet that has been grounded as a result of the pandemic. As you know, we've had one of the major competitors in the industry that has had a lot of distress with respect to that. You know, that's created a bit of a surplus. You know, I think a lot of the types of arrangements that we are looking at here with respect to sale and leasebacks or other opportunities here are not subject to the same downward pressure as you have on that surplus fleet.
Because a lot of this is sale and leasebacks of aircraft that are already on balance sheet or are committed in terms of purchase. As well, of course, there are also potential for purchase of portfolio assets, and which can produce, you know, a good return. You know, I think we're seeing returns, and we're targeting returns that were as they were pre-pandemic. You know, each transaction will be different. You know, in the long run, and in, I guess in the medium run really, we're looking at getting back to returns that we were targeting prior to the pandemic.
That's helpful. Maybe just sort of a follow-on question to that. Of course, you know, throughout the pandemic, you had leasing customers, some of which you repossessed aircraft and remarketed those.
Yeah.
Then at the other end of the spectrum, you had customers that, you know, because of their own liquidity and financial situation, you know, were able to continue lease payments, I believe, without any interruption. Do those customers that have kind of, you know, made it through this in one piece without interruption to their ability to pay, to make payment on their leases, are those leases or have those leases been subject to any rate pressure just because of broader conditions? Or is it only those aircraft that maybe have been repossessed and remarketed at sort of lower rates and maybe those aircraft where you renegotiated with a customer because they've been in creditor protection? Or is it sort of more across the board or is it very customer specific, I guess is another way of asking that?
It's very customer specific. You know, obviously, if a customer was restructured or, you know, had significant liquidity issues, et cetera, we work with the customers. I think we've been straightforward with respect to, you know, our credit loss, expected credit loss with respect to our financial reporting, you know, our receivables, et cetera. The other customers, you know, those leases remain in full effect, and we're looking to renew a lot of them. Obviously, when you renew leases on older aircraft, it's at a lower lease rate because it reflects the, you know, the reduced value of the asset. You know, and we see, as I said, that market becoming stronger now with time and as more aircraft get back up in the air, there's more demand for capacity.
That will start raising the lease rates on those assets.
Okay. That's very helpful. Thank you.
Thank you. Your next question comes from Konark Gupta, Scotiabank. Konark, please go ahead.
Thanks, and good morning, everyone, I'm Konark. Chorus, and Nathalie for your time and thanks for all the help. So maybe the first question is on the guidance. I'm just trying to figure out what's included and not included in the guidance. I mean, how much contribution do you expect in the guidance from the new $ 500 million fund that you're launching?
It's Gary here. In the guidance, we expect that fund to be launched later this quarter. Certainly it start to take traction in the back half of this year. That's included in the guidance. Then obviously it's the values of the acquired assets that we've outlined in there from the Falko transaction and included, you know, some minority interest or some revenue from minority interest in other funds. When you look at the new asset management piece, the CAD 500+ million facility, which is the minimum size of it, we hope to, you know, be higher than that. We don't expect to really have that fully launched till the second half, but it'll get announced here shortly.
Thanks, Gary. Does that mean that the full return from that $500 million fund will annualize sometime in Q4 of this year? Or could that be sometime in 2023?
You go back to the deployment schedule. We, you know, will launch the fund. The Falko team will begin to manage that fund and start to earn some fees as we go through the course of this year. As the assets are deployed, then you will start to get returns on the fund. The returns are gonna kind of, if you go and you are modeling it should be over that 2.5 to three-year period. It gets fully deployed, and then you can start working the returns.
That's great. Thanks. With respect to your growth ambitions, you know, obviously the whole growth profile will change with Falko. The kind of guidance you provided for this year, that's sort of as a base, where or what kind of growth in EBITDA or earnings are you expecting, let's say, over the next couple of years or so? I mean, how should we think about it?
Yeah. What we've given you is some good short-term guidance here for 2022. We do plan on doing an investor day at the latter part of this year with the dates to be announced, and that's where we'll unveil a lot of those longer-term growth plans and other things like that. Certainly you know that fund, this new fund, with a minimum of $ 500 million that we're gonna launch here shortly will be you know the biggest part of the growth avenue. We'll have a minority interest in it, less than 20%, so it won't be consolidated in our statements. You know that's where a lot of our growth is gonna come from.
Okay. That makes sense. If I can just follow up on the combined business with CAC and Falko. Is there going to be any major changes with respect to branding or back office or you know front office management or things like that?
The entire fleet, including the fleet under the fund and other aircraft, including the Chorus Aviation Capital aircraft, will be managed by Falko.
Okay. Thank you.
We will continue with that brand, and it's being all consolidated under the management of Falko.
Okay. That's great. Final one for me before I turn it over. You mentioned, or you've disclosed ROIC for the entire company, I think at 7%-8%, this year. Can you provide some color where the ROIC is, for, you know, roughly speaking maybe for Falko versus your existing CAC business and CPA? How do we compare those?
Yeah. Sorry, we're not disclosing those at this point in time, but we're doing an overall company metric. The reason we focus on that is, you know, we look to optimize the company assets, capital structure among the various units, so that's why we focus at that level.
That makes sense. Thanks again.
Thank you. Ladies and gentlemen, as a reminder, should you have a question, please press star one on your touch- tone phone. Your next question comes from Fadi Chamoun, BMO. Fadi, please go ahead.
Okay. Thank you for squeezing me in, and, congrats on your retirement, Nathalie. Thanks a lot for your help, obviously, in the last couple of years. I wanted to understand one thing about the structure of the funds. Are these funds typically have a duration consistent with the lease terms? Is that the right way to think about these funds?
The funds generally are around 10 years in terms of life, is the way that they're structured. You know, the $ 500 million is the capital that we're looking to commit this year. You know, the last fund was CAD 650 million. You know, that's the duration of the fund generally. There can be trading within the fund, et cetera. It does have a finite life.
Yeah. Fadi, it's Gary here.
Okay.
You know, you launch the fund for CAD 500+ million and the last one was CAD 650 million, then they add leverage in the fund.
Yeah.
Onto those assets. Basically back to Joe's point, has a 10-year life.
Okay.
The leverage that's added in the fund is generally has no recourse to us, but is related to the fund investment to the fund investors.
Okay. This might be a very basic question. I'm just trying to understand how you earn money with this, with these funds. Effectively, you invest in a fund as well and you obviously make a return on your own investment, but how is the fee structure of the fund works in terms of?
Yeah.
You managing the assets on behalf of third party?
You are paid fees for managing the capital that is committed in the fund, and there are other transactional fees, et cetera. Often there are incentives within the fund, once you achieve certain hurdles, that are paid. The expenses generally of the trades are covered by the fund itself. Really though, it's primarily the fees, the management fees, some transactional fees, incentives, and of course then our own participation, as an investor in the fund.
Yeah. Fadi, it's Gary here. Back to our, when we announced the transaction, back to what Joe said, we get, you know, we get fees from the fund and managing the fund through the various sources Joe indicated. We also get our return from the fund, our proportion of what we own in the fund. Then there's potential for incentives if the fund overperforms certain investment targets that get crystallized in there. That's the three ways that we essentially earn.
Okay. You start to earn the fees when the fund is completely deployed? Like, because now you're doing the funding of $ 500 million, then you have to go and invest those funds obviously, which-
Yeah.
You know, will take some time. Like how would that work?
Yeah. There is some, when the fund gets launched and you start to manage the capital, there are fees that apply then and there's fees almost, if you wanna call it, from day one that go into the fund. It's not just based on deployment. Yeah.
Okay. I mean, the balance sheet is okay. Would you, from this point on, favor placing your investment in those funds, or would you do transactions on your own like you have in the past with your own balance sheet?
Yeah. The preference is to go fund first for sure, and then the balance sheet would be secondary. We see going through the funds as being the primary growth piece and, you know, we don't see it, you know, a lot compared to that going on the balance sheet.
Yeah. This is how it really is transforming our growth within the leasing business, is to move more into an asset-light, fund type of structure that will clearly be our focus.
Okay. Okay, great. Thanks for the color.
All right. Thank you.
Thank you. There are no further questions at this time. Please proceed.
Thank you, Operator, and thank you everyone for being present on this call. I've enjoyed working with many of you and wish you all the best. Thank you.
Thank you. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.