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false 0000001750 Common Stock, $1.00 par value AIR 0000001750 2025-03-27 2025-03-27 0000001750 us-gaap:CommonStockMember exch:XCHI 2025-03-27 2025-03-27 0000001750 us-gaap:CommonStockMember exch:XNYS 2025-03-27 2025-03-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
Common Stock, $1.00 par value   AIR  

 

 

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): March 27, 2025

 

AAR CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   1-6263   36-2334820
(State of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(Address and Zip Code of Principal Executive Offices)
Registrant’s telephone number, including area code: (630) 227-2000

 

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 registrant under any of the following provisions:

 

¨    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, $1.00 par value   AIR   New York Stock Exchange
    Chicago Stock Exchange

 

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 ¨

 

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 March 27, 2025, AAR CORP. (the “Company”) issued a press release and supplemental slide presentation reporting the Company’s financial results for the third quarter ended February 28, 2025. Copies of the Company’s press release and supplemental slide presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

 

The information furnished under Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Exhibit No.   Description
99.1   Press Release issued by AAR CORP. dated March 27, 2025.
99.2   Slide Presentation by AAR CORP. dated March 27, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURE

 

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.

 

Date: March 27, 2025  
  AAR CORP.
   
  By:
    /s/ SEAN M. GILLEN
    Sean M. Gillen
    Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)

 

 

EX-99.1 2 tm259690d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

AAR reports third quarter fiscal year 2025 results

 

 

Wood Dale, Illinois, March 27, 2025 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fiscal year 2025 third quarter ended February 28, 2025.

 

 

THIRD QUARTER FISCAL YEAR 2025 HIGHLIGHTS

(As compared to Q3 FY2024)

 

 

· Sales of $678 million; increased 20%
· GAAP EPS of $(0.25)
· Adjusted diluted EPS of $0.99; increased 16%
· GAAP Net loss of $9 million
· Adjusted EBITDA of $81 million; increased 39%
· Adjusted EBITDA margin increased to 12.0% from 10.3%

 

 

MANAGEMENT COMMENTARY

 

 

“We delivered another strong quarter of significant year-over-year sales and earnings growth,” said John M. Holmes, AAR’s Chairman, President and Chief Executive Officer. “Sales were 20% higher than in the same quarter last year as demand remains elevated for our aftermarket services. Parts Supply sales increased 12%, driven by impressive gains in our new parts Distribution with both commercial and government activities. Our Repair & Engineering segment sales increased more than 53% year-over-year, with significant contributions from the Product Support acquisition as well as increased throughput within our Airframe MRO facilities. Integrated Solutions also posted meaningful earnings growth from both commercial and government programs as well as notable contributions from Trax.”

 

1 


 

Holmes continued, “We are particularly proud of the progress on EBITDA margin which expanded from 10.3% to 12.0% year-over-year. In addition to contributions from our Product Support acquisition, our internal initiatives to drive efficiency improvements continue to produce meaningful results. We are focused on further increasing our margins as we fully integrate the Product Support acquisition and drive additional efficiencies throughout the Company.”

 

“Subsequent to the quarter, we announced several new business wins, including signing an exclusive agreement with Chromalloy to distribute their BELAC PW4000 PMA parts.  We also added distribution support for select Unison parts under our Supplier Capabilities Contract with Defense Logistics Agency (DLA). These wins further validate our unique value proposition to both customers and suppliers as a leading independent distributor in the aviation aftermarket. Separately, and also subsequent to the quarter, we announced that Cathay Pacific selected Trax to be the maintenance operating system for the airline.”

 

 

 

RECENT UPDATES

 

NEW BUSINESS

· Multi-year exclusive agreement with Unison to distribute select parts under AAR’s Supplier Capabilities Contract with Defense Logistics Agency (DLA).
· Multi-year exclusive agreement with Chromalloy to distribute Parts Manufacturer Approval (PMA) turbine blades for the PW4000 engine through their wholly owned subsidiary, BELAC, LLC.
· Multi-year agreement with Cebu Pacific Air for CFM56 engine nacelle maintenance, repair and overhaul services for the airline’s A320 fleet.
· Multi-year license agreement with Cathay Pacific for Trax software.

 

 

PORTFOLIO UPDATE

· Expected timing of the sale of our Landing Gear Overhaul business for $51 million is set for the fourth quarter of fiscal year 2025. The divestiture is part of the Company’s strategy to optimize its portfolio.

 

2 


 

THIRD QUARTER FISCAL YEAR 2025 RESULTS

 

Consolidated third quarter sales increased 20% to $678.2 million, compared to $567.3 million in the same quarter last year. This reflects a 22% increase in consolidated sales to commercial customers, primarily due to the Product Support acquisition and strong demand throughout the Company’s Parts Supply segment. Sales to government customers increased 15% from the same period last year, primarily due to increased order volume for new parts Distribution activities. Sales to commercial customers were 72% of consolidated sales, compared to 70% in the prior year quarter.

 

Third quarter results include a pre-tax charge of $63.7 million associated with the recently announced divestiture of the Company’s Landing Gear Overhaul business. As a result of this charge, the Company reported a net loss of $8.9 million, or $0.25 per share. For the third quarter of the prior year, the Company reported net income of $14.0 million, or $0.39 per diluted share. Adjusted diluted earnings per share in the third quarter of fiscal year 2025 were $0.99, compared to $0.85 in the third quarter of the prior year.

 

Selling, general, and administrative expenses were $61.3 million in the current quarter, compared to $77.0 million in the prior year quarter. The third quarter included the reversal of a legal charge of $11.1 million related to the Russian court judgment which AAR successfully appealed. Acquisition, amortization, and integration expenses were $5.3 million in the quarter, compared to $12.2 million in the prior year quarter.

 

Operating margins were 10.5% in the quarter, compared to 5.8% in the prior year quarter. Adjusted operating margin increased to 9.7% in the current year quarter from 8.3% in the prior year quarter, primarily as a result of growth in Repair & Engineering. Sequentially, our adjusted operating margin increased from 9.2% to 9.7%, driven by improved profitability in Parts Supply as well as Trax and government-related services in Integrated Solutions.

 

Net interest expense for the quarter was $18.1 million, compared to $11.3 million last year, primarily due to increased debt levels as a result of funding the Product Support acquisition. Average diluted share count increased from 35.2 million shares in the prior year quarter to 35.4 million shares in the current year quarter.

 

3 


 

Cash flow used in operating activities was $18.7 million during the current quarter, compared to $20.4 million of cash provided in the prior year quarter. As a reminder, during the quarter, we paid the $56 million FCPA settlement which was a use of cash within operating activities. Excluding the accounts receivable financing program, cash flow used in operating activities was $15.0 million in the current quarter. As of February 28, 2025, net debt was $947.6 million and net leverage was 3.06x.

 

Holmes concluded, “We are proud of the sales growth and significant margin expansion we delivered this quarter. Demand for our services remains very high and we anticipate our sales growth to continue. Additionally, we expect further margin expansion through growth in new parts Distribution, Trax, Airframe MRO efficiencies and the realization of Product Support synergies. We have reduced our net leverage from 3.58x at the time of the Product Support acquisition to 3.06x one year later. We expect further deleveraging in our fourth quarter and throughout our fiscal year 2026. We believe our continued growth, margin expansion, and disciplined capital allocation will drive additional value to shareholders.”

 

Conference call information

 

 

On Thursday, March 27, 2025, at 4 p.m. Central time, AAR will hold a conference call to discuss the results. A listen-only webcast and slides can be accessed at https://edge.media-server.com/mmc/p/htoknnom. Participants may join via phone by registering at https://register-conf.media-server.com/register/BI146169c83ec044ccb681c3add61e0b60. Once registered, participants will receive a dial-in number and a unique PIN that will allow them to access the call.

 

A replay of the conference call will be available for on-demand listening shortly after the completion of the call at the webcast link and will remain available for approximately one year.

 

The slides are also available on AAR’s website at https://www.aarcorp.com/en/investors/events-and-presentations/.

 

4 


 

About AAR

 

AAR is a global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. Additional information can be found at aarcorp.com/.

 

 

Contact: Denise Pacioni – Director of Investor Relations | +1-630-227-5830 | investors@aarcorp.com

 

This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which reflect management’s expectations about future conditions, including, but not limited to, continued demand in the commercial and government aviation markets, anticipated activities and benefits under extended, expanded and new services, supply and distribution agreements, contributions from our acquisitions, expected benefits from the pending sale of our Landing Gear Overhaul business, focus on process improvements and efficiencies, additional opportunities for margin expansion and portfolio optimization, continued sales growth, earnings performance, debt management, and capital allocation.

 

Forward-looking statements often address our expected future operating and financial performance and financial condition, or targets, goals, commitments, and other business plans, and often may also be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms.

 

These forward-looking statements are based on the beliefs of Company management, as well as assumptions and estimates based on information available to the Company as of the dates such assumptions and estimates are made, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors, including: (i) factors that adversely affect the commercial aviation industry; (ii) adverse events and negative publicity in the aviation industry; (iii) a reduction in sales to the U.S. government and its contractors; (iv) cost overruns and losses on fixed-price contracts; (v) nonperformance by subcontractors or suppliers; (vi) a reduction in outsourcing of maintenance activity by airlines; (vii) a shortage of skilled personnel or work stoppages; (viii) competition from other companies; (ix) financial, operational and legal risks arising as a result of operating internationally; (x) inability to integrate acquisitions effectively and execute operational and financial plans related to the acquisitions, such as the acquisition of Trax USA Corp. and the Product Support Business of Triumph Group, Inc.; (xi) failure to realize the anticipated benefits of acquisitions; (xii) circumstances associated with divestitures; (xiii) inability to recover costs due to fluctuations in market values for aviation products and equipment; (xiv) cyber or other security threats or disruptions; (xv) a need to make significant capital expenditures to keep pace with technological developments in our industry; (xvi) restrictions on use of intellectual property and tooling important to our business; (xvii) inability to fully execute our stock repurchase program and return capital to stockholders; (xviii) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements; (xix) non-compliance with restrictive and financial covenants contained in our debt and loan agreements; (xx) changes in or non-compliance with laws and regulations related to federal contractors, the aviation industry, international operations, safety, and environmental matters, and the costs of complying with such laws and regulations; and (xxi) exposure to product liability and property claims that may be in excess of our liability insurance coverage. Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. Those events and uncertainties are difficult or impossible to predict accurately and many are beyond our control.

 

For a discussion of these and other risks and uncertainties, refer to our Annual Report on Form 10-K, Part I, “Item 1A, Risk Factors” and our other filings from time to time with the U.S Securities and Exchange Commission. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The risks described in these reports are not the only risks we face, as additional risks and uncertainties are not currently known or foreseeable or impossible to predict accurately or risks that are beyond the Company’s control or deemed immaterial may materially adversely affect our business, financial condition or results of operations in future periods. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

5 


 

AAR CORP. and subsidiaries

 

 

       

Condensed consolidated statements of

   operations

(In millions except per share data - unaudited)

 

Three months ended

February 28/29,

 

 

Nine months ended

February 28/29,

  2025 2024   2025 2024
       
Sales $ 678.2    $ 567.3     $ 2,026.0     $ 1,662.4  
Cost of sales 546.5    457.0     1,648.5     1,347.4  
Gross profit 131.7    110.3     377.5     315.0  
     Provision for (Recovery of) credit losses   (0.2)   0.1     (0.3)   0.5  
     Selling, general, and administrative 61.3    77.0     270.3     217.4  
     Earnings (Loss) from joint ventures 0.5    (0.2)   4.7     (0.5)
Operating income 71.1    33.0     112.2     96.6  
Losses related to sale and exit of business, net (64.0)   (1.0)   (65.3)   (2.6)
Pension settlement charge ––     ––     ––      (26.7)
Interest expense, net (18.1)   (11.3)   (55.2)   (22.3)
Other expense, net (0.1)   (0.2)   (0.4)   (0.3)
Income (Loss) before income tax expense (benefit) (11.1)   20.5    (8.7)   44.7  
Income tax expense (benefit)  (2.2)   6.5     12.8     7.5  
Net income (loss) $ (8.9)    $ 14.0     $ (21.5)   $ 37.2  
               
Earnings (Loss) per share – Basic $ (0.25)   $ 0.40     $ (0.61)   $ 1.05  
Earnings (Loss) per share – Diluted $ (0.25)   $ 0.39     $ (0.61)   $ 1.04  
               
Share data used for earnings (loss) per share:                  
Weighted average shares outstanding – Basic 35.4     34.8     35.4     34.9  
Weighted average shares outstanding – Diluted 35.4     35.2     35.4     35.3  
                 

 

 

 

 

6 


 

AAR CORP. and subsidiaries

 

 

 

Condensed consolidated balance sheets

(In millions)

February 28,

2025

 

May 31,

2024

       
  (unaudited)    
ASSETS      
Cash and cash equivalents $  84.4   $  85.8
Restricted cash 16.5   10.3
Accounts receivable, net 312.5   287.2
Contract assets 153.3   123.2
Inventories, net 775.7   733.1
Rotable assets and equipment on or available for lease 30.1   81.5
Assets held for sale 80.5   12.9
Other current assets 81.8   55.6
     Total current assets 1,534.8   1,389.6
Property, plant, and equipment, net 153.4   171.7
Goodwill and intangible assets, net 752.0   790.2
Rotable assets supporting long-term programs 183.8   166.3
Operating lease right-of-use assets, net 79.0   96.6
Other non-current assets 156.1   155.6
     Total assets $ 2,859.1   $ 2,770.0
       
LIABILITIES AND EQUITY      
Accounts payable $ 278.9   $ 238.0
Other current liabilities 266.3   228.9
     Total current liabilities 545.2   466.9
Long-term debt 1,022.3   985.4
Operating lease liabilities 67.6   80.3
Other liabilities and deferred revenue 41.4   47.6
     Total liabilities 1,676.5   1,580.2
Equity 1,182.6   1,189.8
     Total liabilities and equity $ 2,859.1   $ 2,770.0
       
 

 

 

 

 

7 


 

AAR CORP. and subsidiaries

 

 

 

Condensed consolidated statements of cash flows

(In millions – unaudited)

 

Three months
ended

February 28/29,

   

Nine months

ended

February 28/29,

 
    2025     2024     2025     2024  
Cash flows provided by (used in) operating activities:                        
  Net income (loss)   $  (8.9 )    $  14.0     $  (21.5 )   $  37.2  

   Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

                       
    Depreciation and amortization   14.7     8.8     43.5     25.9  
    Stock-based compensation expense   5.6     3.6     15.6     11.5  
    Loss (Earnings) from joint ventures   (0.5 )   0.2     (4.7 )   0.5  
    Impairment charge   63.0     ––     63.0     ––  
    Pension settlement charge   ––     ––     ––     26.7  
    Provision for (Recovery of) credit losses   (0.2 )   0.1     (0.3 )   0.5  
    Changes in certain assets and liabilities:                        
      Accounts receivable   (8.9 )   (11.0 )   (42.2 )   (17.3 )
      Contract assets   (10.6 )   12.9     (37.8 )   0.5  
      Inventories   (19.2 )   (25.8 )   (76.6 )   (97.3 )
      Rotable assets and equipment on or available for short-term lease   (1.8 )   (19.3 )   4.0     (23.8 )
      Prepaid expenses and other current assets   (6.3 )   (1.1 )   (16.9 )   (11.3 )
      Rotable assets supporting long-term programs   (12.1 )   (2.9 )   (24.2 )   (6.9 )
      Accounts payable and accrued liabilities   (31.1 )   46.3     71.5     93.5  
      Deferred revenue on long-term programs   2.3     (4.1 )   (4.1 )   (13.6 )
      Other   (4.7 )   (1.3 )   15.4     (6.8 )
  Net cash provided by (used in) operating activities – continuing operations   (18.7 )   20.4     (15.3 )   19.3  
  Net cash used in operating activities – discontinued operations   ––     ––     ––     (0.2 )
  Net cash provided by (used in) operating activities   (18.7 )   20.4     (15.3 )   19.1  
                         
Cash flows used in investing activities:                        
  Property, plant, and equipment expenditures   (8.5 )   (5.8 )   (24.7 )   (22.2 )
  Other   4.8     (0.7 )   7.8     (4.6 )
Net cash used in investing activities   (3.7 )   (6.5 )   (16.9 )   (26.8 )
                         
Cash flows provided by (used in) financing activities:                        
  Short-term borrowings, net   35.0     ––     35.0     5.0  
  Purchase of treasury stock   ––     (5.1 )   ––     (5.1 )
  Other   5.8     (0.7 )   2.0     9.6  
Net cash provided by (used in) financing activities   40.8     (5.8 )   37.0     9.5  
Increase in cash and cash equivalents   18.4     8.1     4.8     1.8  
Cash, cash equivalents, and restricted cash at beginning of period   82.5     75.5     96.1     81.8  
Cash, cash equivalents, and restricted cash at end of period   $100.9     $ 83.6     $ 100.9     $ 83.6  
                         
 

8 


 

AAR CORP. and subsidiaries

 

 

 

Third-party sales by segment

(In millions – unaudited)

Three months ended

February 28/29,

 

Nine months ended

February 28/29,

    2025   2024       2025     2024
Parts Supply $ 270.7 $ 242.3      $    794.1    $ 706.7
Repair & Engineering 215.9 140.8   662.3 423.7
Integrated Solutions 162.9 165.5   495.2 478.4
Expeditionary Services 28.7 18.7   74.4 53.6
  $ 678.2 $ 567.3   $ 2,026.0 $ 1,662.4

 

 

Operating income (loss) by segment

(In millions – unaudited)

Three months ended

February 28/29,

 

Nine months ended

February 28/29,

      2025    2024       2025      2024
Parts Supply $ 45.4 $ 31.1      $ 107.1    $ 74.6
Repair & Engineering 19.0 11.5   62.9 31.9
Integrated Solutions 9.6 8.6   23.8 22.7
Expeditionary Services   6.4 0.9   6.9 3.1
  80.4 52.1   200.7 132.3
Corporate and other (9.3) (19.1)   (88.5) (35.7)
  $ 71.1 $ 33.0   $ 112.2 $ 96.6
           
 

 

Adjusted net income, adjusted diluted earnings per share, adjusted operating margin, adjusted cash provided by (used in) operating activities, adjusted EBITDA, net debt, and net debt to adjusted EBITDA (net leverage) are “non-GAAP financial measures” as defined in Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We believe these non-GAAP financial measures are relevant and useful for investors as they illustrate our core operating performance, cash flows, and leverage unaffected by the impact of certain items that management does not believe are indicative of our ongoing and core operating activities. When reviewed in conjunction with our GAAP results and the accompanying reconciliations, we believe these non-GAAP financial measures provide additional information that is useful to gain an understanding of the factors and trends affecting our business and provide a means by which to compare our operating performance and leverage against that of other companies in the industries we compete. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

 

Our non-GAAP financial measures reflect adjustments for certain items including, but not limited to, the following:

 

· Costs associated with U.S. Foreign Corrupt Practices Act (“FCPA”) matters that we self-reported to the U.S. Department of Justice and other agencies, including investigation costs and settlement charges.
· Expenses associated with recent acquisition activity, including professional fees for legal, due diligence, and other acquisition activities, bridge financing fees, intangible asset amortization, integration costs, and compensation expense related to contingent consideration and retention agreements.
· Pension settlement charges associated with the settlement and termination of our frozen defined benefit pension plan.
· Legal judgments related to or impacted by the Russia/Ukraine conflict.
· Contract termination/restructuring costs comprised of gains and losses that are recognized at the time of modifying, terminating, or restructuring certain customer and vendor contracts, including the impact from the U.S. government exercising their termination for convenience in the first quarter of fiscal year 2025 for our Mobility Systems business’s new-generation pallet contract.
· Losses related to our exit from our Indian joint venture, our Landing Gear Overhaul business, and our Composites manufacturing business, including legal fees for the performance guarantee associated with the Composites’ A220 aircraft contract.

 

9 


 

Adjusted EBITDA is net income (loss) before interest income (expense), other income (expense), income taxes, depreciation and amortization, stock-based compensation, and items of an unusual nature including but not limited to business divestitures and acquisitions, FCPA investigation, settlement and remediation compliance costs, pension settlement charges, certain legal judgments, acquisition, integration, and amortization expenses from recent acquisition activity, and significant customer contract terminations.

 

Pursuant to the requirements of Regulation G of the Exchange Act, we are providing the following tables that reconcile the above-mentioned non-GAAP financial measures to the most directly comparable GAAP financial measures:

 

Adjusted net income

(In millions – unaudited)

 

Three months ended

February 28/29,

 

Nine months ended

February 28/29,

    2025 2024   2025 2024
Net income (loss)   $   (8.9 ) $   14.0     $   (21.5 ) $ 37.2  
Losses related to sale and exit of business/joint venture, net   64.0   1.0     63.2   2.6  
Acquisition, integration, and amortization expenses   7.5   18.3     23.6   24.2  
FCPA settlement and investigation costs   1.1   2.0     65.3   5.7  
Russian bankruptcy court judgment (reversal)   (11.1 ) ––     (11.1 ) 11.2  
Contract termination cost (benefit)   (3.0 ) ––     0.2   ––  
Pension settlement charge   ––   ––     ––   26.7  
Tax effect on adjustments (a)   (14.2 ) (5.0 )   (21.6 ) (20.5 )
Adjusted net income   $     35.4   $  30.3     $    98.1   $  87.1  

 

 

(a) Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact of the non-deductible portion of the FCPA settlement charge and the tax effect of the pension settlement charge, which includes income taxes previously recognized in accumulated other comprehensive loss.

  

Adjusted diluted earnings per share

(unaudited)

 

Three months
ended

February 28/29,

 

Nine months

ended

February 28/29,

    2025 2024   2025 2024
Diluted earnings (loss) per share   $   (0.25 ) $ 0.39     $  (0.61 ) $  1.04  
Losses related to sale and exit of business/joint venture, net   1.80   0.02     1.78   0.07  
Acquisition, integration, and amortization expenses   0.21   0.52     0.66   0.69  
FCPA settlement and investigation costs   0.03   0.06     1.84   0.16  
Russian bankruptcy court judgment (reversal)  

         (0.31

) ––     (0.31 ) 0.32  
Contract termination benefit  

      (0.09

) ––     ––      ––  
Pension settlement charge   ––    ––     ––      0.76  

Tax effect on adjustments (a)

  (0.40 ) (0.14 )   (0.61 ) (0.58 )
Adjusted diluted earnings per share   $    0.99   $  0.85     $  2.75   $  2.46  

 

(a) Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact of the non-deductible portion of the FCPA settlement charge and the tax effect of the pension settlement charge, which includes income taxes previously recognized in accumulated other comprehensive loss.
   

10 


 

Adjusted operating margin

(In millions – unaudited)

 

Three months ended 

    February 28,
2025
November30,
2024
February 29,
2024
Sales   $ 678.2   $ 686.1   $ 567.3  
Contract termination benefit   (4.0 ) ––   ––  
Adjusted sales   $ 674.2   $ 686.1   $ 567.3  
               
Operating income (loss)   $    71.1   $   (2.3 ) $33.0  
Acquisition, integration, and amortization expenses   7.5   7.2   12.2  
Contract termination benefit   (3.0 ) ––   ––  
FCPA settlement and investigation costs   1.1   59.2   2.0  
Russian bankruptcy court reversal   (11.1 ) ––   ––  
Gain related to sale of joint venture   ––   (0.7 ) ––  
Adjusted operating income   $   65.6   $ 63.4   $ 47.2  
               
Adjusted operating margin   9.7% 9.2% 8.3%

 

Adjusted cash provided by (used in) operating activities

(In millions – unaudited)

 

Three months
ended

February 28/29,

 

Nine months

ended

February 28/29,

    2025 2024   2025 2024
Cash provided by (used in) operating activities   $ (18.7 ) $ 20.4     $ (15.3 ) $ 19.3  
Amounts outstanding on accounts receivable financing program:                    
     Beginning of period   23.9   13.7     13.7   12.8  
     End of period   (20.2 ) (13.7 )   (20.2 ) (13.7 )
Adjusted cash provided by (used in) operating activities   $ (15.0 ) $ 20.4     $ (21.8 ) $ 18.4  

 

 

Adjusted EBITDA

(In millions – unaudited)

 

Three months ended

February 28/29,

Nine months ended

February 28/29,

Year ended
May 31,
    2025 2024 2025 2024 2024
Net income (loss)   $  (8.9 ) $ 14.0   $  (21.5 ) $   37.2   $    46.3  
Income tax expense (benefit)   (2.2 ) 6.5   12.8   7.5   12.0  
Other expense, net   0.1   0.2   0.4   0.3   0.4  
Interest expense, net   18.1   11.3   55.2   22.3   41.0  
Depreciation and amortization   14.0   8.8   41.5   25.9   41.2  

Losses related to sale and exit of business/joint

venture, net

  64.0   1.0   63.2   2.6   2.8  

Russian bankruptcy court judgment (reversal)

  (11.1 ) ––   (11.1 ) 11.2   11.2  

Contract termination/restructuring costs and loss

provisions, net

  (3.0 ) ––   0.2   ––   4.8  

Acquisition and integration expenses

  3.5   11.2   11.7   15.1   29.7  

FCPA settlement and investigation costs 

  1.1   2.0   65.3   5.7   10.5  
Pension settlement charge   ––   ––   ––   26.7   26.7  
Severance charges   ––   ––   ––   ––   0.5  
Stock-based compensation   5.6   3.6   15.6   11.5   15.3  
Adjusted EBITDA   $ 81.2   $  58.6   $ 233.3   $  166.0   $  242.4  

 

11 


 

Net debt

(In millions – unaudited)

February 28,
2025
  February 29,
2024
Total debt $1,032.0    $277.0 
Less: Cash and cash equivalents    (84.4)   (69.2)
Net debt $947.6    $207.8  

 

 

 

 

Net debt to adjusted EBITDA

(In millions - unaudited)

   
Adjusted EBITDA for the year ended May 31, 2024    $ 242.4    
Less:  Adjusted EBITDA for the nine months ended February 29, 2024 (166.0)  
Plus:  Adjusted EBITDA for the nine months ended February 28, 2025 233.3    
Adjusted EBITDA for the twelve months ended February 28, 2025 $ 309.7    
Net debt at February 28, 2025 $ 947.6    

Net debt to Adjusted EBITDA

 

3.06    

 

12 

 

EX-99.2 3 tm259690d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

© 2025 AAR CORP. All rights reserved worldwide. 1 Third Quarter Fiscal Year 2025 Earnings Call March 27, 2025 © 2025 AAR CORP.

 


All rights reserved worldwide. 2 Forward - looking statements Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contain s certain statements relating to future results, which are forward - looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which reflect management’s expectations about future conditions , including, but not limited to, continued demand in the commercial and government aviation markets, anticipated activities and benefits under extended, expanded and new services, supply and distribution agreements, contributions from our acquisitio ns, production efficiencies in our hangars and progress on hangar expansions, continued sales growth, margin expansion, debt management, capital allocation and expenses . Forward - looking statements often address our expected future operating and financial performance and financial condition, or targets, goals, commitments, and other business plans, and often may also be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. These forward - looking statements are based on the beliefs of Company management, as well as assumptions and estimates based on information available to the Company as of the dates such assumptions and estimates are made, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors, including: (i) factors that adversely affect the commercial aviation industry; (ii) adverse events and negative publicity in the aviation industry; (iii) a reduction in sales to the U.S. government and its contractors; (iv) cost overruns and losses on fixed - price contracts; (v) nonperformance by subcontractors or suppliers; (vi) a reduction in outsourcing of maintenance activity by airlines; (vii) a shortage of skilled personnel or work stoppages; (viii) competition from other companies; (ix) financial, operational and legal risks arising as a result of operating internationally; (x) inability to integrate acquisitions effectively and execute operational and financial plans related to the acquisitions, such as the acquisition of Trax USA Corp. and the Product Support Business of Triumph Group , Inc.; (xi) failure to realize the anticipated benefits of acquisitions; (xii) circumstances associated with divestitures; (xiii) inability to recover costs due to fluctuations in market values for aviation products and equipment; (xiv) cyber or other security threats or disruptions; (xv) a need to make significant capital expenditures to keep pace with technological developments in our industry; (xvi) restrictions on use of intellectual property and tooling important to our business; (xvii) inability to fully execute our stock repurchase program and return capital to stockholders; (xviii) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements; (xix) non - compliance with restrictive and financial covenants contained in our debt and loan agreements; (xx) changes in or non - compliance with laws and regulations related to federal contractors, the aviation industry, international operations, safety, and environmental matters, and the costs of complying with such laws and regulations; and (xxi) exposure to product liability and property claims that may be in excess of our liability insurance coverage. Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. Those events and uncertainties are difficult or impossible to predict accurately and many are beyond our control. For a discussion of these and other risks and uncertainties, refer to our Annual Report on Form 10 - K, Part I, “Item 1A, Risk Factors” and our other filings filed from time to time with the U.S. Securities and Exchange Commission. We assume no obligation to update any forward - looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Non - GAAP Financial Measures: This presentation includes certain non - GAAP financial measures. Please refer to the Appendix for additional information on these non - GAAP financial measures and reconciliations to the comparable GAAP measures. Unless otherwise noted, the statements made and the information provided in this presentation are as of March 27 , 202 5 .

 


© 2025 AAR CORP. All rights reserved worldwide. 3 Third quarter FY25 performance highlights Record third quarter sales of $678 million; 20% increase from Q3 FY2024 Adjusted EBITDA of $81 million , 39% higher than the same quarter last year; Adjusted EBITDA margin increased to 12.0% from 10.3% the prior year quarter Q3 FY25 adjusted EPS $0.99; higher by 16% from Q3 FY24 Reduced net leverage to 3.06x from 3.17x the prior quarter See Appendix for reconciliation of Non - GAAP financial measures © 2025 AAR CORP.

 


All rights reserved worldwide. 4 Optimized portfolio driving growth and profitability Financial highlights • Q3 sales of $271 million; higher by 12% from the same quarter last year • Adjusted EBITDA of $36.8 million; higher by 12% from the same quarter last year Parts Supply Financial highlights • Q3 sales of $216 million; higher by 53% from the same quarter last year • Adjusted EBITDA of $27.9 million; higher by 110% from the same quarter last year Repair & Engineering • Add • add Financial highlights • Q3 sales of $163 million; slightly lower by 2% from the same quarter last year • Adjusted EBITDA of $16.2 million; higher by 11% from the same quarter last year Integrated Solutions New business and operational • Multi year exclusive distribution agreement for PMA parts with Chromalloy's BELAC • Multi year exclusive distribution agreement for Unison parts with DLA New business and operational • Multi year agreement with Cebu Pacific Air for nacelle maintenance • Continued progress on Oklahoma City and Miami hangar expansions New business and operational • Multi year agreement with Cathay Pacific for Trax software See Appendix for reconciliation of Non - GAAP financial measures © 2025 AAR CORP.

 


All rights reserved worldwide. 5 Q3 FY24 Q3 FY25 - 100 200 300 400 500 600 700 800 Q3 FY24 Q3 FY25 Up 20% $ 567.3 $678.2 Sales by segment (M) $242.3 $165.5 $270.7 $162.9 $215.9 $140.8 $18.7 $28.7 Adjusted operating income (M) Third quarter FY25 performance highlights $ 28 Q3 FY24 Q3 FY25 Quarterly Adj EPS $ 0.85 $ 0.99 16 % YoY Adjusted EBITDA (M) Adjusted EPS Q3 FY24 Q3 FY25 $ 81.2 $ 58.6 12% margin 10.3 % margin Corporate / other ($3.5) Corporate / other ($7.5) Corporate / other ($8.4) Corporate / other ($3.5) 8.3% margin 9.7% margin $47.2 $65.6 $270.7 $162.9 Consolidated Sales: 72% commercial; 28% government / defense Parts Supply Repair & Engineering Expeditionary Services Integrated Solutions Up 39% Up 39% See Appendix for reconciliation of Non - GAAP financial measures © 2025 AAR CORP.

 


All rights reserved worldwide. 6 Sales and profitability Parts Supply Strong demand for aftermarket parts Continued strong growth in new parts Distribution Growth in USM sales constrained by availability Q3 FY24 Q3 FY25 $ 31.1 $ 34.3 12.8 % margin 12.7 % margin Up 10% Q3 FY24 Q3 FY25 $ 33.0 $ 36.8 13.6 % margin 13.6 % margin Up 12% Adjusted operating income (M) Adjusted EBITDA (M) Sales (M) Q3 FY24 Q3 FY25 Commercial Government / Defense $ 242.3 $ 270.7 Up 12% Parts Supply See Appendix for reconciliation of Non - GAAP financial measures © 2025 AAR CORP.

 


All rights reserved worldwide. 7 Q3 FY24 Q3 FY25 Commercial Government / Defense Sales and profitability Repair & Engineering Repair & Engineering Product Support acquisition driving sales and margin expansion Product Support acquisition integration on schedule Hangars near capacity with good production efficiency Adjusted operating income (M) Adjusted EBITDA (M) Sales (M) Q3 FY24 Q3 FY25 $ 11.5 $ 23.9 Up 108% 8.2 % margin 11.1 % margin Q3 FY24 Q3 FY25 $ 13.3 $ 27.9 Up 110% 9.4 % margin 12.9 % margin $ 140.8 $ 215.9 Up 53% See Appendix for reconciliation of Non - GAAP financial measures © 2025 AAR CORP.

 


All rights reserved worldwide. 8 Sales and profitability Integrated Solutions Integrated Solutions Commercial and Govt. program activity down slightly Strong margin performance from Trax Continued growth opportunities in Trax Adjusted operating income (M) Adjusted EBITDA (M) Sales (M) Q3 FY24 Q3 FY25 $ 11.2 $ 12.4 6.8 % margin 7.6 % margin Q3 FY24 Q3 FY25 $ 14.6 $ 16.2 8.8 % margin 9.9 % margin Q3 FY24 Q3 FY25 Commercial Government / Defense $ 165.5 $ 162.9 Up 11% Up 11% See Appendix for reconciliation of Non - GAAP financial measures © 2025 AAR CORP.

 


All rights reserved worldwide. 9 Balance sheet highlights Pro forma net leverage reduced sequentially to 3.06x Target net leverage of 2.0 – 2.5x Q4 FY24 Q1 FY25 Q2 FY25 Q3 FY25 3.17 3.31 3.30 3.58 March 1, 2024 Product Support acquisition Pro forma net leverage decreased 0.52x in year since Product Support acquisition Lower by 0.52x Pro forma net debt to pro forma adjusted EBITDA 3.06 See Appendix for reconciliation of Non - GAAP financial measures © 2025 AAR CORP.

 


All rights reserved worldwide. 10 Q3 Summary and Q4 FY25 guidance Q4 FY25 Guidance • Sales growth of mid - single digits from same quarter last year • High single - digits excluding Landing Gear • Q4 adjusted operating margin between 9.7 – 9.9% • Net interest expense consistent with Q3 of $18M • Q4 effective tax rate ~30% Q3 Summary • Exceptional performance in new parts Distribution and Airframe MRO • Product Support integration on track • Trax delivering results • Significant margin expansion, exceeding Q3 guidance • Variability in USM results driven by current market dynamics See Appendix for reconciliation of Non - GAAP financial measures Non - GAAP financial measures 8 © 2024 AAR CORP.

 


Appendix

 


All rights reserved worldwide. This presentation includes financial results for the Company with respect to adjusted diluted earnings per share, adjusted EBITDA and adjusted operating income, which are “non - GAAP financial measures” as defined in Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We believe these non - GAAP financial measures are relevant and useful for investors as they illustrate our actual operating performance unaffected by the impact of certain items. When reviewed in conjunction with our GAAP results and the accompanying reconciliations, we believe these non - GAAP financial measures provide additional information that is useful to gain an understanding of the factors and trends affecting our business and provide a means by which to compare our operating performance against that of other companies in the industries we compete. These non - GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Adjusted EBITDA is net income (loss) before interest income (expense), other income (expense), income taxes, depreciation and amortization, stock - based compensation, and items of an unusual nature including but not limited to business divestitures and acquisitions, workforce actions, COVID - related subsidies and costs, impairment and exit charges, facility consolidation and repositioning costs, FCPA investigation settlement and related costs, equity investment gains and losses, pension settlement charges, legal judgments, acquisition, integration and amortization expenses from recent acquisition activity, and significant customer events such as early terminations, contract restructurings, forward loss provisions, and bankruptcies. Adjusted operating income is adjusted EBITDA gross of depreciation and amortization and stock - based compensation. Pursuant to the requirements of Regulation G of the Exchange Act, we provide tables that reconcile the above - mentioned non - GAAP financial measures to the most directly comparable GAAP financial measures in the Appendix at the end of this presentation. The Company is not providing a reconciliation of forward - looking adjusted operating margin to the most directly comparable forward - looking GAAP measure because the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, unusual gains and losses, the ultimate outcome of pending litigation, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance. Each of the adjustments has not occurred, are out of the Company's control and/or cannot be reasonably predicted. For this reason, the Company is unable to address the probable significance of the unavailable information.

 


Non - GAAP financial measures A djusted sales, operating income, operating margin, EBITDA, and EBITDA margin 9 © 2024 AAR CORP. All rights reserved worldwide.

 


Non - GAAP financial measures Adjusted EBITDA and EBITDA margin 1 1 © 2024 AAR CORP. All rights reserved worldwide.

 


Non - GAAP financial measures Adjusted diluted earnings per share 1 2 © 2024 AAR CORP. All rights reserved worldwide.

 


Pro forma net debt to pro forma EBITDA