AerSale Discloses Strong Preliminary Nine
Month Results
Monocle Acquisition Corporation (“Monocle”) (NASDAQ: MNCL), a
public investment vehicle, announced today that its merger partner,
AerSale Corp. (“AerSale”), an integrated, diversified global leader
in aviation aftermarket products and services, has increased its
financial outlook for 2020 and 2021. Following a strong third
quarter and improving outlook, the Company now expects Pro Forma
Adjusted EBITDA for 2020 to be in the range of $48 million to $52
million and 2021 Pro Forma Adjusted EBITDA to exceed $53.9 million.
The following table presents AerSale’s previously disclosed and
current outlook:
Previous
Current
2020F PF Adjusted EBITDA
$41.7 million
$48 to $52 million
2021F PF Adjusted EBITDA
$53.9 million
Exceed $53.9 million
AerSale’s current outlook reflects:
- Preliminary results for the third quarter of 2020, resulting in
PF Adjusted EBITDA of at least $43 million for the nine months
ended September 30, 2020;
- An increase in activity in its Asset Management Solutions
segment;
- Strong demand for its on-airport MRO services;
- Strength of accelerating demand in cargo and E-Commerce
markets; and
- Increased requests for passenger to freighter conversions and
other TechOps products and services.
AerSale’s current outlook does not reflect any additional
revenues from its recently announced purchase of 24 Boeing 757-200
aircraft during the balance of 2020. AerSale has received strong
interest from air cargo and passenger aircraft operators to
monetize these assets to their “highest and best use.”
Eric Zahler, President and Chief Executive Officer of Monocle
Acquisition Corp said, “We are enthusiastic about AerSale’s
preliminary results for the first nine months of 2020 which
exceeded our previous outlook for all of 2020. In addition, AerSale
is expected to exceed the prior outlook of $53.9 million of
adjusted EBITDA for 2021. We will further update the investment
community on more specific 2021 expectations at the appropriate
time. We are impressed by AerSale‘s ability to create shareholder
value as it remains well positioned for continued long-term
growth.”
Nicolas Finazzo, Chairman and Chief Executive Officer of AerSale
added, “Our financial performance is the result of the
multi-dimensional and fully-integrated business model we spent the
last decade building. Post-COVID, we made adjustments to our
overall staffing and continued to invest by adding employees to the
business units experiencing the greatest demand, increasing our
overall fulltime employee count from 709 to 882 employees today.
The diversity of our revenue sources has created a counter-cyclical
hedge, enabling AerSale to thrive in a challenging commercial
aviation market. We are perfectly configured to weather a prolonged
industry downturn and outperform in a recovery.”
AerSale and Monocle will participate in a webinar hosted by
SPACInsider on October 20, 2020 at 2:00 p.m. ET. Attending from
AerSale are Chairman and Chief Executive Officer Nicolas Finazzo,
Chief Financial Officer Martin Garmendia, along with Monocle
President and Chief Executive Officer Eric Zahler. The webinar for
this event can be accessed at:
https://zoom.us/webinar/register/9716002138660/WN_hy6D8UVpTxSr46EtcPCoOA.
About Monocle Acquisition Corporation
Monocle Acquisition Corporation is a public investment vehicle
formed for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
similar business combination with one or more businesses with a
focus in the aerospace and defense sectors.
About AerSale
AerSale serves a diverse customer base 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,
operating economics and satisfy FAA mandates (e.g. AerSafe™,
AerTrak™, and now AerAware™).
Monocle Acquisition Corporation (Nasdaq: MNCL) expects to
complete its business combination with AerSale in the fourth
quarter of 2020.
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. Monocle’s and 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. These forward-looking statements include, without
limitation, Monocle’s and AerSale’s expectations with respect to
future performance and anticipated financial impacts of the
consummation of the transactions described in this press release
(the “Business Combination”), the satisfaction of the closing
conditions to the Business Combination and the timing of the
completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside Monocle’s and AerSale’s
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the impact of the
COVID-19 pandemic on the aviation industry and the aviation
aftermarket industry generally, and on AerSale’s business in
particular; (2) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Amended and Restated Agreement and Plan of Merger (the “Amended and
Restated Merger Agreement”) or could otherwise cause the Business
Combination to fail to close; (3) the outcome of any legal
proceedings that may be instituted against Monocle and AerSale
following the announcement of the Amended and Restated Merger
Agreement and the Business Combination; (4) the inability to
complete the Business Combination, including due to failure to
obtain approvals from the stockholders of Monocle and AerSale or
other conditions to closing in the Amended and Restated Merger
Agreement; (5) the inability to obtain or maintain the listing of
the shares of common stock of the post-acquisition company on The
Nasdaq Stock Market following the Business Combination; (6) the
risk that the Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the
Business Combination; (7) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably and retain its key
employees; (8) costs related to the Business Combination; (9)
changes in applicable laws or regulations; (10) the possibility
that AerSale or the combined company may be adversely affected by
other economic, business, and/or competitive factors; and (11)
other risks and uncertainties indicated from time to time in the
proxy statement/prospectus relating to the Business Combination,
including those under “Risk Factors” therein, and in Monocle’s
other filings with the SEC. Monocle cautions that the foregoing
list of factors is not exclusive. Monocle further cautions readers
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Monocle does not undertake to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based unless required to do so under applicable law.
Non-GAAP Financial Measures
This press release includes projected non-GAAP financial
measures, including Adjusted EBITDA and Adjusted EBITDA margin on a
pro forma basis. AerSale defines Adjusted EBITDA as net income
(loss) after giving effect to interest expense, depreciation and
amortization, income tax expense (benefit), management fees, the
airline settlement and one-time adjustments and non-recurring
items. AerSale defines Adjusted EBITDA on a pro forma basis as
Adjusted EBITDA after giving effect to normalized Avborne EBITDA,
normalized Qwest EBITDA and estimated public company costs.
Monocle and AerSale believe that 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).
A reconciliation of non-GAAP forward looking information to
their corresponding GAAP measures has not been provided due to the
lack of predictability regarding the various reconciling items such
as provision for income taxes and depreciation and amortization,
which are expected to have a material impact on these measures and
are out of AerSale and Monocle’s control or cannot be reasonably
predicted without unreasonable efforts. You should review AerSale’s
audited financial statements, which are included in the proxy
statement/prospectus to be delivered to Monocle’s stockholders, and
not rely on any single financial measure to evaluate AerSale’s
business. Other companies may calculate Adjusted EBITDA and
Adjusted EBITDA margin on a pro forma basis differently, and
therefore AerSale’s Adjusted EBITDA, Adjusted EBITDA margin on a
pro forma basis and other non-GAAP measures may not be directly
comparable to similarly titled measures of other companies.
Additional Information About the Transaction and Where to
Find it
In connection with the Business Combination, Monocle Holdings
Inc., the newly formed holding company that will become the parent
of Monocle and AerSale at the closing of the Business Combination,
filed with the SEC on October 15, 2020 a prospectus which included
a definitive proxy statement/prospectus of Monocle. The definitive
proxy statement/prospectus and other relevant materials for the
Business Combination will be mailed to stockholders of Monocle as
of a record date of September 28, 2020 for voting on the Business
Combination. You are advised to read the definitive proxy
statement/prospectus and documents incorporated by reference
therein filed in connection with the Business Combination, as these
materials will contain important information about Monocle, AerSale
and the Business Combination. Stockholders will also be able to
obtain copies of the definitive proxy statement/prospectus and
other documents filed with the U.S. Securities and Exchange
Commission (“SEC”) that will be incorporated by reference therein,
without charge, once available, at the SEC’s web site at
www.sec.gov, or by directing a request to: Monocle Acquisition
Corporation, 750 Lexington Avenue, Suite 1501, New York, NY
10022.
Participants in the Solicitation
Monocle and its directors and executive officers may be deemed
participants in the solicitation of proxies from Monocle’s
stockholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in Monocle is contained in Monocle’s
definitive proxy statement, filed with the SEC on October 15, 2020,
and is available free of charge at the SEC’s web site at
www.sec.gov, or by directing a request to Monocle Acquisition
Corporation, 750 Lexington Avenue, Suite 1501, New York, NY 10022.
AerSale and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of AerSale in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination have been included in the definitive proxy
statement/prospectus for the Business Combination.
No Offer or Solicitation
This press release is for informational purposes only and does
not constitute an offer to sell, a solicitation of an offer to buy,
or a recommendation to purchase any equity, debt or other financial
instruments of Monocle or AerSale or any of Monocle’s or AerSale’s
affiliates, nor shall there be any sale of any securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. The press release is
not intended to form the basis of any investment decision or any
other decision in respect of the Business Combination. The
information contained herein does not purport to be all-inclusive.
The data contained herein is derived from various internal and
external sources.
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Media Contacts: For more information about AerSale,
please visit our website: www.AerSale.com Follow us on:
LinkedIn | Twitter | Facebook |
Instagram
AerSale Investor Contact: Email: AerSaleIR@icrinc.com
For Monocle Acquisition Corporation Mark Semer / Nicholas
Capuano Kekst CNC (212) 521-4800
Monocle Acquisition (NASDAQ:MNCL)
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