Good afternoon, ladies and gentlemen. And welcome to AAR’s Fiscal 2021 First Quarter Earnings Call. We are joined today by John Holmes, President and Chief Executive Officer; and Sean Gillen, Chief Financial Officer. Before we begin, I would like to remind you that the comments made during the call may include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, as noted in the company’s news release and the Risk Factors section of the company’s Form 10-K for the fiscal year ended May 31, 2020. In providing the forward-looking statements, the company assumes no obligation to provide updates to reflect future circumstances or anticipated or unanticipated events. At this time, I would like to turn the call over to AAR’s President and CEO, John Holmes.

Great. Thank you very much, and good afternoon, everyone. I appreciate you joining us today to discuss our first quarter fiscal year 2021 results. Before reviewing the quarter, I would like to express my continued gratitude to AAR’s employees. The majority of our people have continue to come to work every day throughout the pandemic to ensure AAR’s uninterrupted support of its customers, and I am grateful for their dedication and commitment, and proud of our team’s ability to continue to navigate a truly unprecedented decline in commercial passenger flying. Turning to the results, our sales for the quarter decreased 26% from $542 million to $401 million and our adjusted diluted earnings per share from continuing operations decreased 70% from $0.57 per share to $0.17 per share. Our total sales to commercial customers decreased 48% from the prior year, while sales to government and defense customers increased 10%, reflecting new contract awards and significant shipments out of our Mobility business against the previously announced $125 million Cargo Pallets contract. For the quarter, sales to government and defense customers were 56% of the total. In response to the current environment, we have taken a number of actions to align our costs with the lower levels of demand. But we have also gone further to position the company for improved margins as demand recovers. Over the last three years, we have consolidated three -- or three quarters we have consolidated three facilities, a permanent reductions to our fixed and variable costs, and exited or restructured several underperforming contracts. We have also taken steps to focus on our core aviation services offering by completing the divestitures of our Airlift and Composites businesses. All of these actions have simplified our portfolio, improved efficiency in our operations and set us up to drive higher returns…

Thanks, John. As John mentioned, we continue to take action to reduce our costs and exit underperforming activities in the quarter. These actions and other items resulted in predominantly non-cash pretax charges of $37.3 million. Also as previously disclosed, we received financial aid under the CARES Act in the quarter. The total amount received was $57.2 million, of which $48.5 million was a grant and $8.7 million was a low interest pre-payable loan. In the quarter, we utilized $8 million of the CARES Act grant and $3 million of other non-U.S. government labor subsidies for a total of $11 million. This amount is included in the GAAP income statement but excluded from adjusted earnings. As of the quarter end, the unutilized portion of the grant was $40.8 million, which was recorded as a current liability. This amount will flow through the P&L as it is utilized, which we expect to be complete by mid-Q4. Turning to some additional financial detail in the quarter, SG&A expense was $45.3 million for the quarter. On an adjusted basis, SG&A was $39.7 million, down $10.5 million from the prior year quarter, which reflects the reduction of our overhead cost structure. In the quarter, adjusted SG&A as a percentage of sales was 9.9%. Net interest expense for the quarter was $1.6 million, compared to $2.1 million last year, which reflects the lower interest rate in the period. During the quarter, we generated $39.8 million of cash in our operating activities from continuing operations. This includes the $45 million grant portion of the CARES Act funding and a net use of cash of $18.6 million as we reduce the level of our accounts receivable financing program. Excluding the CARES Act and accounts receivable financing program impacts, cash flow provided by operating activities from continuing operations was $9.9 million. Additionally, as we are focused on lowering our working capital, we were able to reduce inventory by $19 million during the quarter. Also, we repaid $355 million of our revolving credit facility during the quarter. We had previously drawn the full balance as a precautionary measure. Our net debt at quarter end was $149.3 million and unrestricted cash was $107.7 million. Our balance sheet remains strong with net leverage of 1.1 times and availability under our revolver of approximately $355 million and we have no near-term maturities. Thank you for your attention and I will now turn the call back over to John.

Great. Thank you, Sean. In light of the current macro environment, we are pleased with our Q1 performance. Our Government business continues to be healthy, our cargo end markets continue to generate demand and our balance sheet remains strong. As discussed on the Q4 call, given the uncertainty in the market, at this stage, we are not providing guidance for the rest of the year. Having said that, looking forward more generally, although, the trajectory of the recovery remains uncertain, we expect the aftermarket to recover faster than the OEM market. Within the aftermarket, we expect use serviceable material, in which AAR is the global leader to be prioritized by operators over higher cost alternatives. We also expect to see more material become available to support this demand as aircraft are permanently retired and parted it out. This along with the maintenance deferrals occurring for both airframe and engine should drive an increased need for services out of our Trading, Distribution and MRO businesses as the commercial market recovers. While the timing of the recovery is unknown, we believe that the actions we have taken and are continuing to take to adjust our cost structure and reposition our portfolio, combined with the strength of our team, the airline’s need for lower cost solutions and our balance sheet, uniquely position us to benefit from an eventual return of demand and to emerge an even stronger and more profitable company. With that, I’d like to turn it back over to the operator for questions.

Thank you. [Operator Instructions] And our first question comes from Robert Spingarn from Credit Suisse.

Hey. Good afternoon.

Hey, Rob. How are you?

Good. Thanks. Thanks, John and Sean. Couple of questions. So, you mentioned that you are encouraged and you are seeing some positives. Could you talk a little bit, John, about the volumes as they progressed in the various businesses, but primarily just commercial overall through the quarter-by-month? And should I interpret your comments, you are more bullish now at this point than you were three months ago?

Sure. Yeah. Let me -- I will talk through the businesses. Thinking about the parts business -- trading and distribution -- we did see relatively consistent performance from each of those businesses in terms of order volume, each month during the quarter. MRO did improve through the quarter. And August, for example, was a better month than June. We expect MRO to improve from the Q1 level as we head into Q2. What we meant by being encouraged is -- yeah, as we sat here three months ago, we didn’t have clear visibility, and I would say, had lower expectations of the MRO loading that we expected to see in the second quarter as we head into the fall and in the winter. And so far, the indications from our customers are better than we expected at the beginning of Q1.

Is there any way to quantify the loading in MRO in terms of the percentage, utilization of your Hanger capacity, let’s say, in the fiscal one versus what you are expecting in fiscal two and so on?

I would say that we certainly look at it in terms of labor hours that we produced. Q2 will be a better quarter in that regard than Q1, but still well below what we produced a year ago. Beyond that, at this point, I wouldn’t want to give any specifics. What I would say is that, as you are talking and seeing from all of the commercial airline, there continues to be quite a bit of movement out there in terms of what they expect in the way of demand, and certainly, headlines in the last few days would indicate there’s things going on in Europe, et cetera. And questions about what could happen here in the U.S. But at this point, we have got pretty good dialog and reasonable visibility to what we expect to see in the second quarter.

And would MRO reflect the down -- I think it was 48% commercial volume decreases. When we think about the number of hours in fiscal quarter one, is it similar to that or is there something…

Yeah. I would say, in MRO, yeah, I would say, it’s consistent to that in Q1.

And that that improves a bit in Q2.

Yeah.

Are airlines positioning for a return in traffic in calendar ‘21, is that what drives your Q2?

Yeah. We are seeing some positioning for holiday travel. So, that’s typically what drives the demand in the fall. And then the demand that we see throughout the winter and the spring is getting ready for summer travel. And we are seeing a lot of movement inside the airlines as much as -- on the one hand, they want to conserve cash and be conservative. On the other hand, they don’t want to miss out to the extent that there is an increase in bookings and they have the ability to add more routes.

Okay. And then just lastly, you touched on this at the end before. You mentioned the significance of USM in the recovery. So just, can we get a little bit more specific about the trends that you have been seeing, have owners and operators started to make decisions about parting out? I think last time we convened here, they hadn’t gotten to that point yet.

Yeah.

And are new customers surfacing for USM, who previously preferred not to purchase used serviceable material?

Yeah. I will answer the second part first. Yeah. We are seeing indications from customers that previously wouldn’t have been interested in aftermarket material, specifically over in Asia that are now -- appear to be more receptive to that and we do expect that to be a trend. Going back to the first part of the question, there does seem to be a disconnect out there between announced fleet reductions and actual retirements. We haven’t seen as many actual retirements as we would expect at this point. And therefore, we actually haven’t seen as many aircraft go to part out, as we would expect at this point, but we do anticipate that. We are in a very fortunate position with our balance sheet that once we do start to see aircraft that are appealing to us, come available, we are in a position to make those investments once we have a clear sense of what the market is going to look like.

Okay. Thank you, John.

Thanks, Rob.

And thank you. And our next question comes from Joseph DeNardi from Stifel. Your line is now open.

Yeah. Good afternoon.

Hey, Joe. How are you?

John -- yeah, doing well. I appreciate kind of the lack of confidence, I guess, in terms of providing guidance on the commercial business. But you guys highlight how much of the business comes from the defense side and one of the strength there, obviously, is the visibility. So could you provide some framework around what you are expecting in terms of revenue and gross profit for the defense side, for the year?

Yeah. At this point, we expect relatively consistent performance throughout the year. Our defense business has held up well, both on the transactional side, meaning the defense element of our distribution, and certainly, the program activity. You did see some movement this quarter. We saw really nice improvement out of mobility, as we mentioned. I would characterize that as elevated activity this quarter. We would expect to see that return to more normal levels in subsequent quarters. But overall, the government business is, it has been fairly consistent throughout this period and we would expect that to remain the case. Having said all that, we do have, as I mentioned, a robust pipeline of bids as well as RFPs that we are responding to. So, there’s still quite a lot of activity out there in the government space, everything is moving very slowly right now. COVID, it’s slow to begin with and we have talked a lot about, obviously the protest complications when we go after these new contracts. But COVID has definitely slowed things down in the acquisition world, in the government. So that’s slowing things, but there are wins that that could convert and contribute to this fiscal year. And to the extent that we are successful in any of those, we will certainly announce it and discuss how it might improve the results further.

Okay. That’s helpful. And then, Sean, could you maybe just help in terms of maybe providing gross margins between commercial and defense? And given the size of Expeditionary, it’s kind of challenging to model that. So could you provide a little bit of visibility in terms of the gross margins between the two businesses, commercial and defense and then is the 12% gross margin sustainable at these volumes, and if volumes get better, gross margin should get better as well, is that a fair way to think about it?

Yeah. So, just on the gross margin, yeah, you did see that uptick in Expeditionary Services, the majority of which came from the mobility business. Within Aviation Services, you saw margin degradation down to 12% from 15% in the previous year. Government really was relatively flat. So a lot of that degradation came from the weakness in the commercial topline. So that will give you a bit of a picture of margin year-over-year between commercial activities and government. And I would expect that government, excluding that mobility piece, should largely be consistent for the year.

Okay. And then, John, could you maybe just talk about the Frontier award, maybe when that conversation started and just maybe more about, kind of, in general the conversations that airlines are having, have they shifted from pure survival mode to let’s try and plan for what we actually think things could look like on the other side of this? Thank you.

Yeah. Sure. I guess two thoughts there. It really depends on the customer in terms of where they are. With certain customers that we speak to and this is -- these are global comments. It’s very much a survival conversation with other customers though we are having, I would say, very progressive conversations about how our solutions can help them. And that’s certainly with existing customers and relatively new customers, like, Frontier, we had a relationship with Frontier to varying degrees over the years, but it’s been largely transactional in this contract. It’s not a huge contract dollar wise, but we were very happy to get something signed up on a multiyear basis with Frontier. And I would say this is -- it’s emblematic of how airlines will look towards solutions, whether that’s USM or outsourcing maintenance that they hadn’t outsourced before, et cetera. It’s emblematic of how airlines are likely going to want to be or need to be a lot more creative about how they manage their cost through this period and the Airinmar offering around warranty management and warranty claims, as well as our repair cycle management is a creative offering. So happy to see Frontier sign that contract and we will look for more of that.

But it’s safe to say, John, that those conversations kind of aren’t as frequent or robust as you maybe hope they will be six months from now once there is kind of a clear line of sight into what demand looks like for airlines on the other side of it?

Yeah. I would expect the conversations to become more robust as time goes on. And on that note, we have seen just in the last few weeks, there were multiple projects and multiple initiatives that we had with various customers pre-COVID. Many of those things were put on hold because of COIVD, because it was just all hands on deck. We have seen certain customers expressing interest in restarting those conversations now that they have got better stability. But again, it really does vary by the customer.

Got it. Thank you.

Thank you.

And thank you. And our next question comes from Ken Herbert from Canaccord. Your line is now open.

Yeah. Hi. Good afternoon, John and Sean. Just wanted to…

Hi, Ken. How are you?

Just wanted to first ask on the MRO business, I mean, if you do see the loading, like the airlines are currently indicating. Are you fully staffed or is there any risk that you could see more demand then you can support and just where do you stand on the labor side to support the business?

That’s a great question. We are at this point in order to meet the demand. We are calling back many of our employees who are out on furlough and actually at a couple of our sites we are hiring beyond that furlough -- the unemployed that we are bringing back from furlough. When we furloughed, of course, but if we let people go, we did our very best to make sure that with our best people that we have stayed in contact with them, and obviously, treated them right as we were downsizing and so far in the markets we are actually having reasonable success in attracting talent. This is something we have been very public about. We are very focused on all of the initiatives that we had heading into COVID. Our partnerships with schools, our training, everything that we could do to develop a proprietary pipeline of talent, we have done a very best through the last six months to keep those initiatives going, because we want to make sure that as demand recovers, we have got access to the very best talent in the industry. We are aware that there are some competitors out there that are hiring as well and we want to make sure that that AAR is the employer of choice. So sort answer to your question is, we are in the market, we are bringing people back from furlough. We are hiring net new people at certain sites and so far it’s going okay. But we are very aware of what full recovery could look like and the fact that you have had people potentially permanently leave the workforce and so we got to make sure that we are getting new talent out of the school.

Okay. That’s helpful. And as you look at the discussions you are having now, can you provide any commentary on sort of labor rates and to the extent to it may be -- extent to which maybe you are having to make some adjustments there to reflect just the financial position of the airlines or are you able to sort of maintain rates and ideally start to drive some increase on the MRO side?

Yeah. Sure. So far, broadly we have been able to maintain rates, again there are individual negotiations that happen all the time, but broadly, we have been able to maintain rates. We haven’t had meaningful discussions about raising rates at this point. As it relates to our labor costs, when we were -- we had a very high reliance on correct labor for the two years heading into COVID that was a real source of labor for us and the contract labor or flat rate teams, which is another version of contract labor. Those definitely come at a higher cost than full-time employees. As we rebuild our labor force, we are very focused on rebuilding it with full-time employees. Contract labor makes sense to an extent as you are flexing up and down, because invariably you have ups and downs inside a facility, but as a percentage, we want to be more disciplined about the overall level of contract labor that we employ in the hangars. So the cost of a full-time employee hasn’t changed. But overall, we are working on managing the -- the cost of our labor by managing the mix between full-time and contract.

Okay. That’s very helpful. And if I could just one final question on the part side, and specifically, the USM potential. There has been some speculation recently that in fact the balance sheets of airlines may limit as they -- as capacity comes back, so they may limit in fact the number of retirements as they look to defer new deliveries. I know credits very accommodative right now. But how are you modeling sort of retirements and the availability of USM, either from a timing standpoint when you might start to expect we see this pickup? And then, ultimately, any comments on sort of how much you expect to see and is there any risk that it might come in lower than maybe we are thinking about?

When you say come in lower, do you mean the number of retirements or the level of demand?

The number of retirements, I think, demand will be pretty good, if the aftermarket continues to improve, but the availability of material?

We do expect. We would, as you imagine, we have got a number of scenarios that we look at and it’s -- as you know better than anybody, it’s a very dynamic situation right now. In general, we -- sort of we expect more material availability then we saw pre-COVID and our limit to growth pre-COVID was really that material availability. But we became the -- that -- in our view, the best in the market at sourcing and getting our hands on the very best material. From that pre-COVID baseline, it’s difficult to calculate exactly how much more will be available, but we do expect net -- yeah, net new availability of aftermarket material headed into a recovery. How do you reconcile that against elevated demand again is another question. But net-net, we would expect all of that to be a positive for our aftermarket trading business.

Great. Well, thank you very much.

And only other additional comment, I would say that, if you overlay that on the -- and we mentioned this in our remarks, we do expect elevated demand coming out of the -- as we go into the recovery, because there has been so much deferred maintenance particularly on engines and that’s going to drive a great deal of, as I said, requirements.

Great. Thank you.

Thank you.

Thank you. And our next question comes from Michael Ciarmoli from Truist. Your line is now open.

Hey. Good evening, guys. Thanks for taking the questions. John, maybe just to stay on cans, that material availability, I mean how much you guys getting out there and sort of speculating in the marketplace. I know parts were extremely tight. I am just thinking about the pricing environment, and I mean, did you said, you use the term everything is pretty dynamic now. But if the MRO overall market kind of stays pretty sluggish into next year, I mean, are you comfortable going out there, sourcing all that material potentially?

Our focus right now, as we mentioned, is really on working capital and we are…

Okay.

… very -- yeah. We are very pleased with the fact that we were able to invent -- reduce our inventory by $19 million during the quarter, and as we mentioned, after you adjust for the accounts receivable and the CARES money be $10 million cash flow positive. So we think in this environment that’s a great accomplishment and generating cash is the main focus of ours going forward. We want to make sure that that we do those things so that we have the balance sheet and the confidence. So that when we see the right material come on the market. We have got first-mover advantage and have the capital to add maneuver our competitors to pick it up at the best price.

Got it. And what about, I have got the names -- Napier. You have the partnership…

Yeah.

…with them, what’s the thought process there. I mean it seems…

Yeah. That’s a…

Yeah.

That’s a great point. That is a joint venture that’s still in place. There is a great deal of dry powder associated with that joint venture. We are in very regular dialog with our partners who are very aware of all the dynamics in the market right now and that also could be a source of capital to acquire aircraft that are on lease and keep them on lease for a period of time or acquire aircraft on sublease that could also -- that ultimately be used for the trading business. But again, there is still moving -- so some moving parts right now are focused on building up our own cash position, so that we can make moves when we feel confident in the pricing.

Got it. Just shifting gears. Some of the charges, I think $0.18 tied to rotable asset impairment and customer contract. Can you give us a little more detail, were those, I guess, the customer contracts, were those underperforming bad contracts or -- and same thing with the assets, were they tied to legacy aircraft or just a little bit more color on those charges?

Yeah. And you are right there, on the exited contract that was an underperforming contract, a bit in the same vein of some actions we have taken over the past couple of quarters that we are trying to take this opportunity to exit underperforming contracts where it makes sense. So, that’s what the exited contract is. And then the rotable asset impairment, as you recall, the rotable asset support the programs activities and as we have -- the flight hours have come down and as we have exited certain programs. We took a look at the assets we had in place and ones that were no longer supporting the programs, mark them to fair value. So, that’s what that -- the impairment charge is in the quarter.

Got it. And it may be a good segue on the programs. I mean, I don’t remember the exact number of planes you guys had under the integrated programs. But is there any other residual financial impact we should be aware of, dramatically reduced flying hours, potentially some airlines calling their fleets, potential bankruptcies? How are you guys thinking about or handicapping that risk on the integrated programs?

Yeah. It would be fair to say that we are very actively managing that portfolio. And Sean mentioned, over the last couple of quarters, we have taken action to either restructure or -- in the cases related to the charges -- completely exit underperforming contracts. Many of the program customers, their fleets are still in flux. It’s not completely clear how they will come back in the complexion of those fleets. And we are working very closely with those customers to -- if it makes sense to restructure the contract and keep it in place to support wherever they land on the new fleet composition and their expected flying hours, we will work with them to do that. However, if it’s going to be too far out of bounds from what we contemplated when we signed the agreement, we are going to exit. I’d say the majority of lift, the heavy lifting in that portfolio has been done. But there still are some customers that we are in dialog with right now.

Okay. Okay. Got it. And then just the last one, I guess, with the commercial revenues declining 48%. I know you are not going to give guidance, but do you think we have sort of bottomed here on Aviation or do you think we will see a sequential decline as we go into the next quarter?

We feel good about the fact that the bookings in Q1 were above and were stable at a level above where they were in Q4. And it’s difficult to predict whether or not that’s the bottom. Certainly, there is -- it all depends on people’s confidence, supplying and the virus and the vaccine, et cetera, et cetera. But the last several months have been consistent in our parts businesses and we talked a lot about the maintenance business. So, at this point, unless there is a second wave that throws things off, I would expect that that we have seen -- we saw the bottom in Q4.

Okay. And that’s still consistent even though we are seeing carriers kind of reduce their planned capacity and nothing -- it still seems like things are progressing and improving despite kind of the messaging we are seeing, whether it’s Ryanair or some of -- JetBlue, the other day, as they are dialing down their capacity?

Yeah. From the order volume that we see and particularly the loading in the hangars from our larger customers, reflects their current view on the fleet. But as we have said over and over again, that could change. We are seeing less movement in maintenance schedules, et cetera, than we did a quarter ago. But still -- I think still it’s very dynamic.

Got it. All right. Perfect. Thanks, guys.

Thank you. And our next question comes from Josh Sullivan from The Benchmark Company.

Hey. Good afternoon, John, Sean. Just on the freighter conversion market, what do you think that that cycle looks like? Is it still pretty strong, any thought? The market’s overshooting itself at some point?

I think it’s still pretty strong. I think that’s a great point that you might be getting to the stage where it could be overshooting itself, obviously, there have been some deals announced recently, where aircraft -- fleets of aircraft have been acquired that are going to go to freighter. But I think at this point, it’s still pretty strong. But there is a lot of interest there and that very quickly can get frothy?

Got it. And then I guess just switching over to some of the digital offerings you guys had put together before COVID hit. Has the disruption helped with adoption of those products, opened up any opportunities for you guys?

That’s a great question. We continue to see, albeit at a depressed level, traffic through our digital channels. There are a number of initiatives that we had begun pre-COVID. We paused a couple of those, but we have restarted them to bring new digital services to market and have really used this time to reflect on what we think will be successful going forward. I am encouraged by the continued interest from our customers in all sorts of digital solutions and we are fortunate to be in a position where we have got the capital to continue to make the investments. But digital and the development around it remains a core part of the strategy.

Got it. Thank you.

Thank you.

And thank you. And we have a follow-up question from Joseph DeNardi from Stifel. Your line is now open.

Yeah. Thanks. John, just along the lines of how many additional airlines could maybe use your value-oriented services on the other side of it that maybe didn’t needed before this, is there any way to quantify that, like, maybe just in the U.S. How many airlines took advantage of that, maybe how many airlines didn’t need to because of their financial strength and that may be different six months from now? Thanks.

Yeah. Sure. In the U.S., there are still a number of large carriers, both -- yeah, number of large carriers where we do a little bit of business with, but we see a lot of opportunity. For example, we could have one major airline where we feel we have done a great job penetrating the account and we are doing over $100 million. We have another airline with a very similar fleet, where we do less than $10 million. And so I do see a reasonable amount of opportunity here in the U.S., both with, call it, the major carriers as well as the lower-cost carriers. By market, Asia, we have had a great run in Asia over the last several years, but still there is an enormous amount of opportunity with the larger Asian carriers as they look to adopt non-OEM solutions and look for aftermarket solutions like ours. And that’s some of the real bright spot we have seen in the last several months have been, in particular, inquiries from our Asian customers where we might do a little bit of business, but how can we do more, how can we do more together, and it’s early days, but those conversations wouldn’t have happened -- were not happening a year ago, so that’s encouraging. And also, beyond Asia, I would also put the Middle East in that category as well, inasmuch as historically those operators have been very focused on OEM-based solutions. And while we haven’t had kind of dialog yet that we had with some of our Asian customers, I would expect and hope that we would see more opportunity coming out of the Middle East for us.

That’s helpful. Thank you.

Thank you. And I am showing no further questions.

All right, everybody. We really appreciate your time and your interest. Thank you.

Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect.