UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 7, 2021
AERSALE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-38801 | 84-3976002 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
121 Alhambra Plaza, Suite 1700
Coral Gables, Florida 33134
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(305) 764-3245
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | ASLE | The Nasdaq Stock Market LLC |
| Redeemable warrants, each warrant exercisable for one share of Common Stock, at an exercise price of $11.50 | ASLEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2021, AerSale Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2021. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description
|
| 99.1 | Press Release of AerSale Corporation, dated May 7, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AERSALE CORPORATION | ||
| Date: May 7, 2021 | By: | /s/ Nicolas Finazzo |
| Name: | Nicolas Finazzo | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
AerSale Reports First Quarter 2021 Results
First Quarter 2021 Highlights
| · | Revenue of $58.4 million. |
| · | GAAP net income of $10.0 million, or 17.1% of sales. |
| · | Adjusted EBITDA of $16.5 million, or 28.3% of sales. |
| · | Continued strong demand for freighters and improving commercial activity. |
| · | AerAware flight testing by FAA in progress. |
| · | Finalizing the sale/lease of 18 Boeing 757s. |
| · | 2021 guidance unchanged: revenue of $340 - $360 million and adjusted EBITDA of $60 - $70 million1. |
Miami, Florida – May 7, 2021- AerSale Corporation (Nasdaq: ASLE) (the “Company”) today reported results for the first quarter ended March 31, 2021.
AerSale reported first quarter 2021 revenue of $58.4 million that included $13.8 million of flight equipment sales consisting of one B737-800 airframe and two Pratt & Whitney PW4000 engines sold to three different freighter operators, and one Pratt & Whitney PW4000 sold for parts. Revenue performance continued to improve during the period, with near capacity MRO maintenance schedules, at capacity storage facilities, and contributions from select engine sales. Offsetting this strength was softer demand for USM parts from the continued effect of COVID-19 on AerSale’s commercial customers and the conclusion of three B747 lease programs that contributed to the prior-year results.
GAAP net income for the first quarter of 2021 was $10.0 million or 17.1% of sales, up from $1.1 million or 1.9% of sales, in the first quarter of 2020. Adjusted EBITDA in the first quarter of 2021 was $16.5 million, or 28.3% of sales, compared to $9.8 million, or 17.2% of sales in the first quarter of 2020. Higher adjusted EBITDA and margins during the period reflected stronger margins from sales mix and cost reduction efforts. The Company also recognized $6.4 million in Payroll Support Programs during the period, while incurring offsetting costs related to program eligibility.
Looking forward to the rest of 2021, the Company expects continued growth driven by anticipated strong MRO volume due to the recommissioning of commercial aircraft, sales from its Boeing 757 procurement program, contributions from its innovative AerAware product launch, and the gradual recovery of commercial markets.
Nicolas Finazzo, AerSale’s Chief Executive Officer, commented, “We are performing well and as expected in our first full quarter as a public company. The gradual recovery in commercial markets continues to materialize, with our aircraft MRO services operating at near capacity as airlines recommission parked aircraft. We are also making meaningful progress on our 24 aircraft B757 fleet acquisition with 18 aircraft contracted or under letters of intent for sale or lease, including four Passenger-to-Freighter conversions that we expect to complete in 2021 at our Goodyear facility. We believe that this positions us well for accelerating performance throughout the balance of 2021, particularly in the second half.”
Finazzo added, “We are proud of the demonstrated resilience of our business model in a dynamic and rapidly changing environment. Our multidimensional and fully integrated business model was purpose built for consistent performance throughout the cycle. These effects are evident in our ability to service all aspects of customer needs throughout the cycle and our ability to quickly pivot to higher demand categories. We are grateful for the dedication of our employees and remain committed to driving value to all of our stakeholders.”
1 A reconciliation of non-GAAP adjusted EBITDA guidance to net income, the most directly comparable GAAP measure, has not been provided due to the lack of predictability regarding the various reconciling items such as the provision for income taxes and depreciation and amortization, which are expected to have a material impact on these measures and are out of AerSale’s control or cannot be reasonably predicted without unreasonable efforts.
First Quarter 2021 Results of Operations
For the first quarter of 2021, AerSale reported revenue of $58.4 million that included flight equipment sales of $13.8 million. In the first quarter of 2020 which was prior to the effects of COVID-19, revenue was $57.1 million. Asset Management Solutions (AMS) revenue declined in the first quarter of 2021 primarily due to three B747 leases that ended as scheduled, combined with lower used serviceable material (USM) sales as AerSale’s commercial customers were adversely impacted by the effects of COVID-19. The decline in AMS revenue in the first quarter of 2021 was partially offset by an increase in TechOps volume.
AMS revenue was $29.3 million compared to $30.8 million in the first quarter of 2020. In addition to the above-mentioned timing of flight equipment sales, USM revenue declined as a result of fewer opportunities to buy attractively-priced feedstock, soft demand for existing inventory, longer lead times in the USM parts repair cycle, and lower utilization rates on flight equipment against the backdrop of the COVID-19 pandemic. However, with the recovery strengthening and passenger air travel beginning to increase, AerSale is expected to benefit from the rise in demand for USM parts consumption for maintenance and overhaul activity as airlines begin reversing the process of grounding large portions of the global passenger fleet.
Revenue from TechOps increased 10.9% to $29.2 million in the first quarter of 2021. The increase was largely driven by the Company’s aircraft MRO facilities as this business benefitted from the increased maintenance demand from the groundings noted above.
Looking forward, AerSale expects the substantial quantity of aircraft at its on-airport MRO facilities to provide the Company with upside opportunities for reactivation work, heavy maintenance, and cargo conversion; and a strategic advantage in identifying feedstock for its Asset Management segment.
Gross margin increased to 33.9% in the first quarter of 2021 compared to 26.8% in the first quarter of 2020. The improvement was due in part to the high-margin sale of select flight equipment after channeling these assets through the Company’s unique multi-dimensional redistribution machinery, and determining whether to sell, lease or part-out. Maintenance performed on stored customer aircraft also garnered high margins during the quarter.
Selling, general and administrative expenses declined approximately 48.3% to $6.9 million from the first quarter of 2020 to the first quarter of 2021, largely due to Payroll Support Program contributions of $6.4 million. Excluding this contribution, the Company continued to benefit from the cost savings and efficiencies measures taken during 2020.
Income from operations was $12.9 million in the first quarter of 2021, compared to $1.9 million in the first quarter of 2020.
The provision for income tax was $2.5 million in the first quarter of 2021 versus $0.3 million in the first quarter of 2020.
GAAP net income for the first quarter of 2021 was $10.0 million or 17.1% of sales, up from $1.1 million, or 1.9% of sales, in the first quarter of 2020.
Fully diluted earnings per share was $0.23 for the first quarter of 2021. Fully diluted earnings per share for the first quarter of 2021 is not comparable to the first quarter of 2020 due to the public listing of AerSale on December 23, 2020.
Adjusted EBITDA for the first quarter of 2021 was $16.5 million, or 28.3% of sales, compared to Adjusted EBITDA of $9.8 million, or 17.2% of sales, in the first quarter of 2020. Adjusted EBITDA increased as a result of a favorable mix of revenue, strong cost controls, and the recognition of Payroll Support Program proceeds during the period.
2021 Guidance
AerSale expects revenue of $340–$360 million and adjusted EBITDA of $60-$70 million in 2021. This outlook reflects an increase in activity in the Company’s AMS segment, strong demand for its on-airport MRO services, accelerating demand in cargo and E-Commerce markets, and increased requests for passenger-to-freighter conversions and other TechOps products and services. The main growth driver of the Asset Management segment is expected to be the monetization of the 24 aircraft Boeing 757 fleet acquisition. Because of the strong demand for cargo conversion aircraft, AerSale continues to expect to sell the majority of the available aircraft in 2021. For TechOps, in addition to the continued contributions from storage activities, the Company also expects increased contribution from its component MRO businesses and is positioned to commence sales of its AerAware product in late 2021.
Subsequent to AerSale reporting its fourth quarter 2020 and full year 2020 results on March 15, 2021, the Company was awarded grant proceeds of $5.5 million under the American Rescue Plan. These proceeds are in addition to Payroll Support Program proceeds of $9.2 million awarded to AerSale in 2021.
Conference Call Information
The Company will host a conference call today at 8:30 am Eastern Time to discuss these results. A live webcast will also be available at https://ir.aersale.com/news-events/events. Participants may access the call at 1- 877-407-3982, international callers may use 1-201-493-6780, and request to join the AerSale Corporation earnings call.
A telephonic replay will be available shortly after the conclusion of the call and until May 21, 2021. Participants may access the replay at 1-844-512-2921, international callers may use 1- 412-317-6671, and enter access code 13719483. An archived replay of the call will also be available on the Investors portion of the AerSale website at https://ir.aersale.com until May 21, 2021.
Non-GAAP Financial Measures
This press release includes non-GAAP financial measures, including adjusted EBITDA. AerSale defines adjusted EBITDA as net income (loss) after giving effect to interest expense, depreciation and amortization, income tax expense (benefit), and other non-recurring items.
AerSale believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to AerSale’s financial condition and results of operations. AerSale’s management uses certain of these non-GAAP measures to compare AerSale’s performance to that of prior periods for trend analyses and for budgeting and planning purposes. These non- GAAP measures should not be construed as an alternative to net income or net income margin as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (each as determined in accordance with GAAP).
You should review AerSale’s audited financial statements, and not rely on any single financial measure to evaluate AerSale’s business. Other companies may calculate adjusted EBITDA differently, and therefore AerSale’s adjusted EBITDA measure may not be directly comparable to similarly titled measures of other companies.
First Quarter 2021 Financial Results
AERSALE CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)
| March 31, | December 31, | |||||||
| Assets | 2021 | 2020 | ||||||
| (Unaudited) | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 19,609 | $ | 29,317 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $1,442 and $1,652 as of March 31, 2021 and December 31, 2020 | 48,510 | 50,215 | ||||||
| Inventory: | ||||||||
| Aircraft, airframes, engines, and parts, net | 99,299 | 85,192 | ||||||
| Advance vendor payments | 10,719 | 6,205 | ||||||
| Due from related party | — | 474 | ||||||
| Deposits, prepaid expenses, and other current assets | 5,609 | 7,560 | ||||||
| Total current assets | 183,746 | 178,963 | ||||||
| Fixed assets: | ||||||||
| Aircraft and engines held for lease, net | 82,332 | 86,844 | ||||||
| Property and equipment, net | 7,771 | 7,839 | ||||||
| Inventory: | ||||||||
| Aircraft, airframes, engines, and parts | 65,943 | 55,463 | ||||||
| Deferred income taxes | 5,992 | 5,708 | ||||||
| Deferred financing costs, net | 1,268 | 367 | ||||||
| Deferred customer incentives and other assets, net | 271 | 271 | ||||||
| Due from related party | 5,421 | 5,450 | ||||||
| Goodwill | 19,860 | 19,860 | ||||||
| Other intangible assets, net | 27,839 | 28,364 | ||||||
| Total assets | $ | 400,443 | $ | 389,129 | ||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 19,221 | $ | 16,364 | ||||
| Accrued expenses | 8,207 | 8,576 | ||||||
| Income tax payable | 1,329 | 1,324 | ||||||
| Lessee and customer purchase deposits | 1,480 | 2,820 | ||||||
| Deferred revenue | 818 | 2,595 | ||||||
| Total current liabilities | 31,055 | 31,679 | ||||||
| Long-term lease deposits | 2,485 | 1,145 | ||||||
| Maintenance deposit payments and other liabilities | 3,744 | 3,664 | ||||||
| Warrant Liability | 1,410 | 1,186 | ||||||
| Total liabilities | $ | 38,694 | $ | 37,674 | ||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $0.0001 par value. Authorized 200,000,000 shares; issued and outstanding 42,949,261 shares | 4 | 4 | ||||||
| Additional paid-in capital | 292,869 | 292,593 | ||||||
| Retained earnings | 68,876 | 58,858 | ||||||
| Total equity | 361,749 | 351,455 | ||||||
| Total liabilities and stockholders’ equity | $ | 400,443 | $ | 389,129 | ||||
AERSALE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenue: | ||||||||
| Products | $ | 25,126 | $ | 18,031 | ||||
| Leasing | 6,256 | 15,782 | ||||||
| Services | 27,053 | 23,322 | ||||||
| Total net revenue | 58,435 | 57,135 | ||||||
| Cost of sales and operating expenses: | ||||||||
| Cost of products | 13,806 | 13,439 | ||||||
| Cost of leasing | 2,767 | 7,432 | ||||||
| Cost of services | 22,027 | 20,978 | ||||||
| Total cost of sales | 38,600 | 41,849 | ||||||
| Gross profit | 19,835 | 15,286 | ||||||
| Selling, general, and administrative expenses | 13,310 | 13,201 | ||||||
| Payroll support program proceeds | (6,363 | ) | — | |||||
| Transaction costs | — | 231 | ||||||
| Income from operations | 12,888 | 1,854 | ||||||
| Other income (expenses): | ||||||||
| Interest expense, net | (258 | ) | (536 | ) | ||||
| Other income (expenses), net | 94 | 57 | ||||||
| Change in fair value of warrant liability | (224 | ) | — | |||||
| Total other expenses | (388 | ) | (479 | ) | ||||
| Income from operations before income tax provision | 12,500 | 1,375 | ||||||
| Income tax (expense) | (2,482 | ) | (316 | ) | ||||
| Net income | 10,018 | 1,059 | ||||||
| Earnings per share - basic | $ | 0.24 | $ | 28.61 | ||||
| Earnings per share - diluted | $ | 0.23 | $ | 28.61 | ||||
AERSALE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 10,018 | $ | 1,059 | ||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | 3,487 | 7,937 | ||||||
| Amortization of debt issuance costs | 150 | 202 | ||||||
| Inventory reserve | 74 | 421 | ||||||
| Provision for doubtful accounts | (144 | ) | 114 | |||||
| Deferred income taxes | (284 | ) | — | |||||
| Change in fair value of warrant liability | 224 | — | ||||||
| Decreases (increases) in operating assets and liabilities, net of acquisition: | ||||||||
| Accounts receivable | 1,713 | 12,321 | ||||||
| Inventory | (27,020 | ) | (1,511 | ) | ||||
| Deposits, prepaid expenses, and other current assets | 2,590 | 5,015 | ||||||
| Deferred customer incentives and other assets | — | 320 | ||||||
| Advance vendor payments | (4,514 | ) | 580 | |||||
| Accounts payable | 2,857 | 849 | ||||||
| Income tax receivable | 5 | 313 | ||||||
| Accrued expenses | (1,420 | ) | (414 | ) | ||||
| Deferred revenue | (1,777 | ) | (5,913 | ) | ||||
| Lessee and customer purchase deposits | — | 406 | ||||||
| Other liabilities | 80 | (262 | ) | |||||
| Net cash (used in) provided by operating activities | (13,961 | ) | 21,437 | |||||
| Cash flows from investing activities: | ||||||||
| Business acquisition | — | (16,976 | ) | |||||
| Proceeds from sale of assets | 4,420 | — | ||||||
| Acquisition of aircraft and engines held for lease, including capitalized cost | — | (293 | ) | |||||
| Purchase of property and equipment | (443 | ) | (914 | ) | ||||
| Net cash provided by (used in) investing activities | 3,977 | (18,183 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Repayments of 8% Senior Secured Notes | — | (1,448 | ) | |||||
| Proceeds from revolving credit facility | — | 79,500 | ||||||
| Repayments of revolving credit facility | — | (19,096 | ) | |||||
| Cash paid for employees taxes on withholding shares | (269 | ) | — | |||||
| Proceeds from exercise of warrants | 545 | — | ||||||
| Net cash provided by financing activities | 276 | 58,956 | ||||||
| (Decrease) increase in cash and cash equivalents | (9,708 | ) | 62,210 | |||||
| Cash and cash equivalents, beginning of period | 29,317 | 17,505 | ||||||
| Cash and cash equivalents, end of period | $ | 19,609 | $ | 79,715 | ||||
AERSALE CORPORATION
ADJUSTED EBITDA RECONCILIATION TABLE
(in thousands)
(Unaudited)
| Three months ended March 31, | ||||||||||||||||
| EBITDA Reconciliation | 2021 | % of Total Revenue | 2020 | % of Total Revenue | ||||||||||||
| Reported Net Income/(Loss) | 10,018 | 17.1 | % | 1,059 | 1.9 | % | ||||||||||
| Addbacks: | ||||||||||||||||
| Interest Expense | 258 | 0.4 | % | 536 | 0.9 | % | ||||||||||
| Income Tax Expense (Benefit) | 2,482 | 4.2 | % | 316 | 0.6 | % | ||||||||||
| Depreciation and Amortization | 3,487 | 6.0 | % | 7,937 | 13.9 | % | ||||||||||
| Change in FV of Warrant Liability | 224 | 0.4 | % | - | 0.0 | % | ||||||||||
| Stock Compensation | 75 | 0.1 | % | - | 0.0 | % | ||||||||||
| Adjusted EBITDA | 16,544 | 28.3 | % | 9,848 | 17.2 | % | ||||||||||
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding our anticipated financial performance; our growth trajectory; the impact of investments in our Boeing 757 program on our financial performance; our ability to sell our aircraft on the timelines we anticipate; the expected operating capacity of our MRO facilities; the expected commencement date of sales of our AerAware product; and our anticipated revenue split between our two segments. AerSale’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this presentation, including without limitation, the impact of the COVID-19 pandemic; factors adversely impacting the commercial aviation industry; the fluctuating market value of our products; our ability to repossess mid-life commercial aircraft and engines; our ability to comply with stringent government regulation; the shortage of skilled personnel, including as a result of work stoppages; the highly competitive nature of the markets in which we operate; and risks associated with our international operations. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission ("SEC") on March 16, 2021, and its other filings with the SEC, including its quarterly report on Form 10-Q for the quarter ended March 31, 2021 to be filed with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and AerSale Corporation assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law
About AerSale
AerSale serves airlines operating large jets manufactured by Boeing, Airbus and McDonnell Douglas and is dedicated to providing integrated aftermarket services and products designed to help aircraft owners and operators to realize significant savings in the operation, maintenance and monetization of their aircraft, engines, and components. AerSale’s offerings include: Aircraft & Component MRO, Aircraft and Engine Sales and Leasing, Used Serviceable Material sales, and internally developed ‘Engineered Solutions’ to enhance aircraft performance and operating economics (e.g. AerSafe™, AerTrak™, and now AerAware™).
Media Contacts:
For more information about AerSale, please visit our website: www.AerSale.com.
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AerSale: Craig Wright Telephone: (305) 764-3200
Email: media.relations@aersale.com
Investor Contact:
AerSale: AersaleIR@icrinc.com