AIR 8-K
Aar Corp (AIR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
AAR CORP. management will be presenting at multiple investor meetings during the fourth quarter of fiscal 2025. Attached as Exhibit 99.1 are the slides to be used in the investor meetings.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Slide Presentation by AAR CORP. dated April 30, 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: April 30, 2025 | ||
| AAR CORP. | ||
| By: | ||
| /s/ SEAN M. GILLEN | ||
| Sean M. Gillen | ||
| Senior Vice President and Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 99.1
© 2025 AAR CORP. All rights reserved worldwide. 1 Investor Presentation April 2025
©2025 AAR CORP. All rights reserved worldwide. 2 Forward-looking statements ©1 2 0 2 4 A A R C O R P . A l l r i g h t s r e s e r v e d w o r l d w i d e . Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation 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, leveraging strengths across our businesses, digital and intellectual property enabled offerings, progress on hangar expansions, continued sales growth, margin expansion, debt management, capital allocation, expenses, production and cost efficiencies, and strategic acquisition opportunities. 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 April 30, 2025.
© 2025 AAR CORP. All rights reserved worldwide. 3 US/Canada 72% EMEA 16% APAC 10% Other 2% AAR at a glance A leading independent aviation aftermarket services provider Parts Supply 42% Repair & Engineering 27% Integrated Solutions 28% Expeditionary Services 3% Commercial 71% Government 29% • Pure play provider of aviation aftermarket services • Diversified mix of 71% commercial and 29% government • Unique portfolio with exposure across global aftermarket • Global scale and reach with footprint across 60+ sites • Continued growth and margin expansion expected • LTM sales of $2.7B • LTM Adjusted EBITDA of $310M • LTM Adjusted EBITDA margin 11.6% Attractive Business Mix Unique Value Proposition with Connected Business Model Sales by Segment Sales by End Market Sales by Geography Deep Relationships with both OEMs and Customers See Appendix for reconciliation of Non-GAAP financial measures
© 2025 AAR CORP. All rights reserved worldwide. 4 What we do Operate across three core business segments Parts Supply Repair & Engineering Integrated Solutions Leverage strengths across our segments to deliver greater value to customers • Distributor of new parts to aftermarket • 90% long - term, exclusive agreements with OEMs and ~100% renewal rate • Do not represent competing product; extension of OEM into aftermarket • Technically proficient sales team • Unique pipeline to government and commercial aftermarket Distribution Used Serviceable Material (USM) Airframe MRO Component Services Government Commercial Trax • Leading independent provider of USM to aftermarket • Acquire used aircraft and engines in market or through strategic sourcing agreements • Technical skills to evaluate assets is proprietary and an advantage • Customers realize a 30% - 70% cost savings via USM • Largest independent North American MRO • Primarily narrowbody aircraft; need to be maintained in region • Multi - year agreements with blue chip customers • Highest quality standards in industry • Superior profitability due to technology and proprietary operating model • 4 U.S. hangars and 2 Canada hangars • Diverse capabilities include engine accessories, airframe structures and components • Growing portfolio of PMA parts and DER repairs • Significant connectivity to other businesses • OEM relationships for next gen capability • 3 U.S. facilities; 1 Thailand; 1 Amsterdam • Flight - hour - based aircraft support programs • Manage supply chain and repair management on behalf of airlines • Utilize internal repair capabilities • Diverse customer base • ERP solution for airline operators and MROs • Large and growing installed base with 130+ customers • High margin software business model • Building parts portal • Complex logistics and supply chain support programs • Deliver commercial best practices to customers providing cost savings • Nimble culture differentiates against large competitors
© 2025 AAR CORP. All rights reserved worldwide. 5 Business highlights Financial statistics (Q3 FY25 LTM) • Sales of $1,054 million • Adjusted EBITDA of $141.8 million • Adjusted EBITDA margin of 13.4% Parts Supply Financial statistics (Q3 FY25 LTM) • Sales of $879 million • Adjusted EBITDA of $115.0 million • Adjusted EBITDA margin of 13.1% Repair & Engineering • Add • add Financial statistics (Q3 FY25 LTM) • Sales of $659 million • Adjusted EBITDA of $54.6 million • Adjusted EBITDA margin of 8.3% Integrated Solutions Highlights • Thirteen consecutive quarters of double - digit y - o - y sales growth in Distribution • Multiple recent new business wins across multiple suppliers (Chromalloy, Unison, Whippany, etc.) Highlights • Integration of Product Support acquisition near completion; expect $10M in cost synergies realized in FY26 • Expansions of Oklahoma City and Miami hangars in process Highlights • Strong momentum for Trax software with recent new business wins with Rolls - Royce, SIA Engineering and Cathay Pacific • Opportunity to help U.S. Government achieve cost savings by utilizing AAR services See Appendix for reconciliation of Non - GAAP financial measures
© 2025 AAR CORP. All rights reserved worldwide. 6 - 50 100 150 200 250 300 350 LTM Q3 FY24 LTM Q3 FY25 $ 309.7 $ 219.0 11.6% margin 9.9% margin 0 50 100 150 200 250 300 LTM Q3 FY24 LTM Q3 FY25 $945.30 $1,054.40 - 500 1,000 1,500 2,000 2,500 LTM Q3 FY24 LTM Q3 FY25 Up 21% $ 2,216 $ 2,683 Sales by segment (M) $945 $627 $1,054 $659 $879 $567 $77 $91 Adjusted operating income (M) LTM third quarter performance highlights Adjusted EBITDA (M) Corporate / other ($10.6) Corporate / other ($26.9) Corporate / other ($30.1) Corporate / other ($10.8) 7.9% margin 9.3% margin $174.6 $249.5 $270.7 $162.9 Parts Supply Repair & Engineering Expeditionary Services Integrated Solutions Up 41% Up 43% See Appendix for reconciliation of Non - GAAP financial measures Growth and margin expansion driving increase in earnings
© 2025 AAR CORP. All rights reserved worldwide. 7 x Strong execution driving significant Adjusted EBITDA margin expansion x Growth in Distribution and improved efficiency in Airframe MRO contributing to margin expansion x Portfolio enhanced by margin accretive acquisitions of Trax and Product Support delivering results x Revenue growth and improved margins resulting in increasing earnings x Margin and earnings well above pre - pandemic highs Multiple quarters of margin and earnings expansion Note: FY ends May 31; Adjusted EPS is a non - GAAP financial measure and reflects dilution; figures reflect continuing operations; See Appendix for reconciliation of non - GAAP financial measures. $0.57 $0.64 $0.67 $0.26 $0.17 $0.31 $0.37 $0.47 $0.52 $0.53 $0.63 $0.72 $0.61 $0.69 $0.75 $0.83 $0.78 $0.81 $0.85 $0.88 $0.85 $0.90 $0.99 Quarterly adjusted EPS 7.7% 8.1% 8.4% 5.1% 5.4% 6.7% 7.7% 7.9% 8.1% 8.5% 8.7% 9.1% 9.4% 9.5% 9.6% 9.6% 9.5% 10.1% 10.3% 11.6% 11.3% 11.4% 12.0% Quarterly adjusted EBITDA margin
© 2025 AAR CORP. All rights reserved worldwide. 8 Capital allocation framework and net leverage Q4 FY24 Q1 FY25 Q2 FY25 Q3 FY25 3.17x 3.31x 3.30x 3.58x March 1, 2024 Product Support acquisition Lower by 0.52x Pro forma net debt to pro forma adjusted EBITDA 3.06x See Appendix for reconciliation of Non - GAAP financial measures Maintain flexible balance sheet Organic investment to drive growth Opportunistic acquisitions Return to shareholders • Delevered since Product Support acquisition • Target net leverage of 2.0x – 2.5x EBITDA • Max leverage ratio of ~3.75x EBITDA • Support new business wins in Parts Supply • Strategic Airframe MRO expansion • Digital and IP enabled offerings: Trax and PMA • Adherence to strategic filters and financial criteria • Focused on core segments • Increase intellectual property in portfolio • Repurchased $97.5M of stock through Q3 FY25 with remaining authorization of $52.5M • Will evaluate further usage and expansion based on alternative organic and inorganic opportunities
© 2025 AAR CORP. All rights reserved worldwide. 9 $156 $190 $242 $310 2022A 2023A 2024A LTM Q3 FY25 Strong market tailwinds Plannin g 1 Clear path to growth and increased profitability Market share gains and new business wins Plannin g 2 Cost efficiency and synergy realization Plannin g 3 Digital and IP enabled offerings: Trax, PMA Plannin g 4 Continued M&A Plannin g 5 Note: Adjusted EBITDA in millions. Multi-pronged growth and margin expansion plan 8.6% 9.5% 10.4% 11.6% See Appendix for reconciliation of Non-GAAP financial measures
© 2025 AAR CORP. All rights reserved worldwide. 10 Appendix
© 2025 AAR CORP. All rights reserved worldwide. 11 Non - GAAP financial measures Adjusted sales, adjusted operating income, adjusted operating margin, adjusted diluted earnings per share, adjusted EBITDA, adjusted EBITDA margin, adjusted pro forma EBITDA, net debt, net debt to adjusted EBITDA, and pro forma net debt to adjusted EBITDA 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 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 . Adjusted EBITDA is income from continuing operations 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 remediation compliance costs, pension settlement charges, certain 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 are providing the following tables that reconcile the above - mentioned non - GAAP financial measures to the most directly comparable GAAP financial measures :
© 2025 AAR CORP. All rights reserved worldwide. 12 Twelve months ended Q3 - 24 Non - GAAP financial measures Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24 Twelve months ended Q3 FY24 Parts Integ Exped Parts Integ Exped Parts Integ Exped Parts Integ Exped Parts Integ Exped ($ in millions) Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Sales $238.6 $143.0 $148.3 $23.4 $0.0 $553.3 $236.8 $137.5 $156.3 $19.1 $0.0 $549.7 $227.6 $145.4 $156.6 $15.8 $0.0 $545.4 $242.3 $140.8 $165.5 $18.7 $0.0 $567.3 $945.3 $566.7 $626.7 $77.0 $0.0 $2,215.7 Operating income (loss) 29.0 9.5 8.1 1.5 (11.8) 36.3 15.1 9.1 7.7 1.3 (7.9) 25.3 28.4 11.3 6.4 0.9 (8.7) 38.3 31.1 11.5 8.6 0.9 (19.1) 33.0 103.6 41.4 30.8 4.6 (47.5) 132.9 Operating income margin 12.2% 6.6% 5.5% 6.4% NA 6.6% 6.4% 6.6% 4.9% 6.8% NA 4.6% 12.5% 7.8% 4.1% 5.7% NA 7.0% 12.8% 8.2% 5.2% 4.8% NA 5.8% 11.0% 7.3% 4.9% 6.0% NA 6.0% Operating income (loss) $29.0 $9.5 $8.1 $1.5 ($11.8) $36.3 $15.1 $9.1 $7.7 $1.3 ($7.9) $25.3 $28.4 $11.3 $6.4 $0.9 ($8.7) $38.3 $31.1 $11.5 $8.6 $0.9 ($19.1) $33.0 $103.6 $41.4 $30.8 $4.6 ($47.5) $132.9 Acquisition and amortization expenses - - 2.0 - 3.1 5.1 - - 2.6 - 0.2 2.8 - 2.7 - 0.4 3.1 - - 2.6 - 9.6 12.2 - - 9.9 - 13.3 23.2 Investigation and remediation compliance costs - - - - 1.6 1.6 - - - - 1.1 1.1 - - - - 2.6 2.6 - - - - 2.0 2.0 - - - - 7.3 7.3 Russian bankruptcy court judgment - - - - - - 11.2 - - - - 11.2 - - - - - - - - - - - - 11.2 - - - - 11.2 Adjusted operating income $29.0 $9.5 $10.1 $1.5 ($7.1) $43.0 $26.3 $9.1 $10.3 $1.3 ($6.6) $40.4 $28.4 $11.3 $9.1 $0.9 ($5.7) $44.0 $31.1 $11.5 $11.2 $0.9 ($7.5) $47.2 $114.8 $41.4 $40.7 $4.6 ($26.9) $174.6 Adjusted operating margin 12.2% 6.6% 6.8% 6.4% NA 7.8% 11.1% 6.6% 6.6% 6.8% NA 7.3% 12.5% 7.8% 5.8% 5.7% NA 8.1% 12.8% 8.2% 6.8% 4.8% NA 8.3% 12.1% 7.3% 6.5% 6.0% NA 7.9% Operating income (loss) $29.0 $9.5 $8.1 $1.5 ($11.8) $36.3 $15.1 $9.1 $7.7 $1.3 ($7.9) $25.3 $28.4 $11.3 $6.4 $0.9 ($8.7) $38.3 $31.1 $11.5 $8.6 $0.9 ($19.1) $33.0 $103.6 $41.4 $30.8 $4.6 ($47.5) $132.9 Depreciation and amortization 1.5 1.9 3.1 0.4 0.8 7.7 1.3 1.7 4.0 0.4 1.0 8.4 1.3 1.8 4.1 0.4 1.1 8.7 1.6 1.7 4.1 0.3 1.1 8.8 5.7 7.1 15.3 1.5 4.0 33.6 Stock-based compensation (0.2) (0.1) 0.2 - 3.2 3.1 0.4 0.2 0.3 - 3.4 4.3 0.3 0.2 0.3 - 2.8 3.6 0.3 0.1 0.3 - 2.9 3.6 0.8 0.4 1.1 - 12.3 14.6 Acquisition-related expenses - - 1.2 - 3.1 4.3 - - 1.6 - 0.2 1.8 - - 1.7 - 0.4 2.1 - - 1.6 - 9.6 11.2 - - 6.1 - 13.3 19.4 Investigation and remediation compliance costs - - - - 1.6 1.6 - - - - 1.1 1.1 - - - - 2.6 2.6 - - - - 2.0 2.0 - - - - 7.3 7.3 Russian bankruptcy court judgment - - - - - - 11.2 - - - - 11.2 - - - - - - - - - - - - 11.2 - - - - 11.2 Adjusted EBITDA $30.3 $11.3 $12.6 $1.9 ($3.1) $53.0 $28.0 $11.0 $13.6 $1.7 ($2.2) $52.1 $30.0 $13.3 $12.5 $1.3 ($1.8) $55.3 $33.0 $13.3 $14.6 $1.2 ($3.5) $58.6 $121.3 $48.9 $53.3 $6.1 ($10.6) $219.0 Adjusted EBITDA margin 12.7% 7.9% 8.5% 8.1% NA 9.6% 11.8% 8.0% 8.7% 8.9% NA 9.5% 13.2% 9.1% 8.0% 8.2% NA 10.1% 13.6% 9.4% 8.8% 6.4% NA 10.3% 12.8% 8.6% 8.5% 7.9% NA 9.9%
© 2025 AAR CORP. All rights reserved worldwide. 13 Twelve months ended Q3 - 25 Non - GAAP financial measures Q4 FY24 Q1 FY25 Q2 FY25 Q3 FY25 Twelve months ended Q3 FY25 Parts Integ Exped Parts Integ Exped Parts Integ Exped Parts Integ Exped Parts Integ Exped ($ in millions) Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Supply R&E Solutions Svcs Corp Consol Sales $260.3 $216.4 $163.5 $16.3 $0.0 $656.5 $249.7 $217.6 $168.9 $25.5 $0.0 $661.7 $273.7 $228.8 $163.4 $20.2 $0.0 $686.1 $270.7 $215.9 $162.9 $28.7 $0.0 $678.2 $1,054.4 $878.7 $658.7 $90.7 $0.0 $2,682.5 Operating income (loss) 35.2 20.6 1.2 0.4 (24.8) 32.6 30.1 21.1 7.7 (1.7) (13.8) 43.4 31.6 22.8 6.5 2.2 (65.4) (2.3) 45.4 19.0 9.6 6.4 (9.3) 71.1 142.3 83.5 25.0 7.3 (113.3) 144.8 Operating income margin 13.5% 9.5% 0.7% 2.5% NA 5.0% 12.1% 9.7% 4.6% -6.7% NA 6.6% 11.5% 10.0% 4.0% 10.9% NA -0.3% 16.8% 8.8% 5.9% 22.3% NA 10.5% 13.5% 9.5% 3.8% 8.0% NA 5.4% Sales $260.3 $216.4 $163.5 $16.3 $0.0 $656.5 $249.7 $217.6 $168.9 $25.5 $0.0 $661.7 $273.7 $228.8 $163.4 $20.2 $0.0 $686.1 $270.7 $215.9 $162.9 $28.7 $0.0 $678.2 $1,054.4 $878.7 $658.7 $90.7 $0.0 $2,682.5 Contract termination cost (benefit) - - 2.3 - - 2.3 - - - (9.5) - (9.5) - - - - - - - - - (4.0) - (4.0) - - 2.3 (13.5) - (11.2) Adjusted sales $260.3 $216.4 $165.8 $16.3 $0.0 $658.8 $249.7 $217.6 $168.9 $16.0 $0.0 $652.2 $273.7 $228.8 $163.4 $20.2 $0.0 $686.1 $270.7 $215.9 $162.9 $24.7 $0.0 $674.2 $1,054.4 $878.7 $661.0 $77.2 $0.0 $2,671.3 Operating income (loss) $35.2 $20.6 $1.2 $0.4 ($24.8) $32.6 $30.1 $21.1 $7.7 ($1.7) ($13.8) $43.4 $31.6 $22.8 $6.5 $2.2 ($65.4) ($2.3) $45.4 $19.0 $9.6 $6.4 ($9.3) $71.1 $142.3 $83.5 $25.0 $7.3 ($113.3) $144.8 Acquisition, integration and amortization expenses - 3.7 3.3 - 11.6 18.6 - 4.6 2.8 - 1.6 9.0 - 5.3 1.8 - 0.1 7.2 - 4.9 2.8 - (0.2) 7.5 - 18.5 10.7 - 13.1 42.3 FCPA settlement and investigation costs - - - - 4.8 4.8 - - - - 5.0 5.0 - - - - 59.2 59.2 - - - - 1.1 1.1 - - - - 70.1 70.1 Contract termination cost (benefit) - - 4.8 - - 4.8 - - - 3.2 - 3.2 - - - - - - - - - (3.0) - (3.0) - - 4.8 0.2 - 5.0 Gain related to sale of joint venture - - - - - - - (1.4) - - - (1.4) - (0.7) - - - (0.7) - - - - - - - (2.1) - - - (2.1) Severance - 0.5 - - - 0.5 - - - - - - - - - - - - - - - - - - - 0.5 - - - 0.5 Russian bankruptcy court judgment (reversal) - - - - - - - - - - - - - - - - - - (11.1) - - - - (11.1) (11.1) - - - - (11.1) Adjusted operating income $35.2 $24.8 $9.3 $0.4 ($8.4) $61.3 $30.1 $24.3 $10.5 $1.5 ($7.2) $59.2 $31.6 $27.4 $8.3 $2.2 ($6.1) $63.4 $34.3 $23.9 $12.4 $3.4 ($8.4) $65.6 $131.2 $100.4 $40.5 $7.5 ($30.1) $249.5 Adjusted operating margin 13.5% 11.5% 5.6% 2.5% NA 9.3% 12.1% 11.2% 6.2% 9.4% NA 9.1% 11.5% 12.0% 5.1% 10.9% NA 9.2% 12.7% 11.1% 7.6% 13.8% NA 9.7% 12.4% 11.4% 6.1% 9.7% NA 9.3% Operating income (loss) $35.2 $20.6 $1.2 $0.4 ($24.8) $32.6 $30.1 $21.1 $7.7 ($1.7) ($13.8) $43.4 $31.6 $22.8 $6.5 $2.2 ($65.4) ($2.3) $45.4 $19.0 $9.6 $6.4 ($9.3) $71.1 $142.3 $83.5 $25.0 $7.3 ($113.3) $144.8 Depreciation and amortization 2.9 6.3 4.0 0.4 1.7 15.3 2.1 6.2 3.7 0.4 1.1 13.5 1.8 6.3 4.4 0.4 1.1 14.0 1.9 6.5 4.2 0.4 1.0 14.0 8.7 25.3 16.3 1.6 4.9 56.8 Stock-based compensation 0.3 0.2 0.3 - 3.0 3.8 0.5 0.4 0.3 - 3.8 5.0 0.5 0.1 0.6 - 3.8 5.0 0.6 0.6 0.5 - 3.9 5.6 1.9 1.3 1.7 - 14.5 19.4 Acquisition and integration expenses - 0.7 2.3 - 11.6 14.6 - 1.6 1.8 - 1.6 5.0 - 2.4 0.8 - - 3.2 - 1.8 1.9 - (0.2) 3.5 - 6.5 6.8 - 13.0 26.3 FCPA settlement and investigation costs - - - - 4.8 4.8 - - - - 5.0 5.0 - - - - 59.2 59.2 - - - - 1.1 1.1 - - - - 70.1 70.1 Contract termination costs (benefit) - - 4.8 - - 4.8 - - - 3.2 - 3.2 - - - - - - - - - (3.0) - (3.0) - - 4.8 0.2 - 5.0 Gain related to sale of joint venture - - - - - - - (1.4) - - - (1.4) - (0.7) - - - (0.7) - - - - - - - (2.1) - - - (2.1) Severance - 0.5 - - - 0.5 - - - - - - - - - - - - - - - - - - - 0.5 - - - 0.5 Russian bankruptcy court judgment - - - - - - - - - - - - - - - - - - (11.1) - - - - (11.1) (11.1) - - - - (11.1) Adjusted EBITDA $38.4 $28.3 $12.6 $0.8 ($3.7) $76.4 $32.7 $27.9 $13.5 $1.9 ($2.3) $73.7 $33.9 $30.9 $12.3 $2.6 ($1.3) $78.4 $36.8 $27.9 $16.2 $3.8 ($3.5) $81.2 $141.8 $115.0 $54.6 $9.1 ($10.8) $309.7 Adjusted EBITDA margin 14.8% 13.1% 7.6% 4.9% NA 11.6% 13.1% 12.8% 8.0% 11.9% NA 11.3% 12.4% 13.5% 7.5% 12.9% NA 11.4% 13.6% 12.9% 9.9% 15.4% NA 12.0% 13.4% 13.1% 8.3% 11.8% NA 11.6%
© 2025 AAR CORP. All rights reserved worldwide. 14 Adjusted EBITDA: FY20 through FY22 Non - GAAP financial measures ($ in millions) Q1 FY20 Q2 FY20 Q3 FY20 Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21 Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 FY22 Sales $541.5 $560.9 $553.1 $416.5 $400.8 $403.6 $410.3 $437.6 $455.1 $436.6 $452.2 $476.1 $1,820.0 Net income (loss) 4.4 14.2 2.3 (16.5) (14.5) 8.2 28.1 14.0 11.5 20.8 22.5 23.9 78.7 Net income (loss) margin 0.8% 2.5% 0.4% -4.0% -3.6% 2.0% 6.8% 3.2% 2.5% 4.8% 5.0% 5.0% 4.3% Sales $541.5 $560.9 $553.1 $416.5 $400.8 $403.6 $410.3 $437.6 $455.1 $436.6 $452.2 $476.1 $1,820.0 Contract termination/restructuring & loss provision, net - - 9.8 7.5 1.9 (2.3) 1.5 (2.4) 1.0 (2.5) (0.2) (1.2) (2.9) Customer bankruptcy charge - - - - - 0.4 - - - - - - - Adjusted sales $541.5 $560.9 $562.9 $424.0 $402.7 $401.7 $411.8 $435.2 $456.1 $434.1 $452.0 $474.9 $1,817.1 Net income (loss) $4.4 $14.2 $2.3 ($16.5) ($14.5) $8.2 $28.1 $14.0 $11.5 $20.8 $22.5 $23.9 $78.7 (Income) loss from discontinued operations 12.7 5.9 0.3 1.5 0.6 6.2 3.0 0.7 (0.3) - 0.1 - (0.2) Income tax expense (benefit) 3.4 6.0 0.2 (4.0) (3.8) 5.2 12.0 4.8 3.9 7.9 8.2 6.6 26.6 Other (income) expense, net 0.2 0.2 0.2 1.5 (0.2) 0.7 (4.4) (0.4) (0.7) (0.3) (1.1) (0.1) (2.2) Interest expense, net 2.1 1.8 2.3 2.6 1.6 1.3 1.0 0.9 0.7 0.4 0.6 0.6 2.3 Depreciation and amortization 10.8 11.0 11.0 10.9 9.0 9.2 8.9 9.2 8.9 8.9 7.7 7.6 33.1 Investigation and remediation costs 3.1 2.4 2.7 1.8 1.3 2.8 0.3 - 0.2 0.8 1.6 1.1 3.7 Losses related to sale and exit of business - - - - 19.5 - - 0.7 - 1.3 - 0.4 1.7 Asset impairment and exit charges - - - 11.0 5.8 1.2 - - 2.3 0.6 0.5 0.1 3.5 Contract termination/restructuring & loss provision, net - - 24.7 6.6 2.2 4.5 4.0 (1.4) 6.7 (4.4) (1.1) (0.3) 0.9 Facility consolidation and repositioning costs - - - 4.9 2.0 0.4 - 2.1 0.1 0.1 - - 0.2 Severance and furlough costs 0.7 0.9 0.5 5.0 6.0 2.2 0.1 0.7 0.9 0.8 0.2 0.1 2.0 Customer bankruptcy and credit charges - - - 1.6 0.2 1.3 1.0 2.4 - 1.0 - - 1.0 Government subsidies - - - (2.8) (11.1) (18.7) (24.6) (1.8) (0.3) (2.5) (1.0) (1.1) (4.9) Costs related to strategic projects - - - 0.4 0.3 0.7 - - - - - 1.8 1.8 Stock-based compensation 4.3 2.8 3.2 (3.0) 2.7 1.8 2.3 2.4 3.1 1.6 1.1 2.4 8.2 Adjusted EBITDA $41.7 $45.2 $47.4 $21.5 $21.6 $27.0 $31.7 $34.3 $37.0 $37.0 $39.3 $43.1 $156.4 Adjusted EBITDA margin 7.7% 8.1% 8.4% 5.1% 5.4% 6.7% 7.7% 7.9% 8.1% 8.5% 8.7% 9.1% 8.6%
© 2025 AAR CORP. All rights reserved worldwide. 15 Adjusted EBITDA: FY23 through FY25 Non - GAAP financial measures ($ in millions) Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 FY23 Q1 FY24 Q2 FY24 Q3 FY24 Q4 FY24 FY24 Q1 FY25 Q2 FY25 Q3 FY25 Q1 FY25 Q2 FY25 Sales $446.3 $469.8 $521.1 $553.3 $1,990.5 $549.7 $545.4 $567.3 $656.5 $2,318.9 $661.7 $686.1 $678.2 $2,430.9 $2,571.6 Net income (loss) 22.7 22.5 21.8 23.2 90.2 (0.6) 23.8 14.0 9.1 46.3 18.0 (30.6) (8.9) 64.9 10.5 Net income (loss) margin 5.1% 4.8% 4.2% 4.2% 4.5% -0.1% 4.4% 2.5% 1.4% 2.0% 2.7% -4.5% -1.3% 2.7% 0.4% Sales $446.3 $469.8 $521.1 $553.3 $1,990.5 $549.7 $545.4 $567.3 $656.5 $2,318.9 $661.7 $686.1 $678.2 $2,430.9 $2,571.6 Contract termination/restructuring & loss provision, net 0.1 - - - 0.1 - - - 2.3 2.3 (9.5) - (4.0) (7.2) (7.2) Adjusted sales $446.4 $469.8 $521.1 $553.3 $1,990.6 $549.7 $545.4 $567.3 $658.8 $2,321.2 $652.2 $686.1 $674.2 $2,423.7 $2,564.4 Net income (loss) $22.7 $22.5 $21.8 $23.2 $90.2 ($0.6) $23.8 $14.0 $9.1 $46.3 $18.0 ($30.6) ($8.9) $64.9 $10.5 (Income) loss from discontinued operations (0.4) - - - (0.4) - - - - - - - - - Income tax expense (benefit) 8.1 8.3 8.0 7.0 31.4 (6.9) 7.9 6.5 4.5 12.0 6.9 8.1 (2.2) 25.8 26.0 Other (income) expense, net (0.2) (0.5) 0.3 1.2 0.8 - 0.1 0.2 0.1 0.4 0.1 0.2 0.1 0.5 0.6 Interest expense, net 1.0 2.0 3.5 4.7 11.2 5.4 5.6 11.3 18.7 41.0 18.3 18.8 18.1 53.9 67.1 Depreciation and amortization 6.8 6.5 6.9 7.7 27.9 8.4 8.7 8.8 15.3 41.2 13.5 14.0 14.0 46.3 51.6 Investigation and remediation costs 0.8 1.1 1.2 1.6 4.7 1.1 2.6 2.0 4.8 10.5 5.0 59.2 1.1 14.4 71.0 Losses related to sale and exit of business - 0.1 0.4 0.2 0.7 0.7 0.9 1.0 0.2 2.8 (1.3) 0.5 64.0 0.8 0.4 Acquisition and integration expenses - - 1.9 4.3 6.2 1.8 - 11.2 14.6 27.6 5.0 3.2 3.5 30.8 34.0 Contract termination/restructuring & loss provision, net (0.3) 2.3 - - 2.0 - - - 4.8 4.8 3.2 - (3.0) 8.0 8.0 Severance and furlough costs 0.1 - - - 0.1 - - - 0.5 0.5 - - - 0.5 0.5 Customer bankruptcy and credit charges - (0.3) 1.8 - 1.5 - - - - - - - - - - Government subsidies (0.7) - (0.9) - (1.6) - - - - - - - - - - Pension settlement charge - - - - - 26.7 - - - 26.7 - - - - - Russian bankruptcy court judgment - - 1.8 - 1.8 11.2 - - - 11.2 - - (11.1) - - Costs related to strategic projects (0.2) - - - (0.2) - 2.1 - - 2.1 - - - 2.1 - Stock-based compensation 4.1 2.8 3.5 3.1 13.5 4.3 3.6 3.6 3.8 15.3 5.0 5.0 5.6 16.0 17.4 Adjusted EBITDA $41.8 $44.8 $50.2 $53.0 $189.8 $52.1 $55.3 $58.6 $76.4 $242.4 $73.7 $78.4 $81.2 $264.0 $287.1 Adjusted EBITDA margin 9.4% 9.5% 9.6% 9.6% 9.5% 9.5% 10.1% 10.3% 11.6% 10.4% 11.3% 11.4% 12.0% 10.9% 11.2% Last Twelve Months
© 2025 AAR CORP. All rights reserved worldwide. 16 Adjusted diluted earnings per share: FY20 through FY22 Non - GAAP financial measures Q1 FY20 Q2 FY20 Q3 FY20 Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22 Diluted earnings (loss) per share from continuing operations $0.49 $0.57 $0.07 ($0.43) ($0.40) $0.41 $0.87 $0.41 $0.31 $0.58 $0.63 $0.66 Investigation and remediation costs 0.07 0.05 0.06 0.04 0.03 0.06 0.01 - 0.01 0.01 0.03 0.02 Loss on sale/exit of business/asset - - - - 0.42 - - 0.02 - 0.03 - 0.01 Contract termination/restructuring & loss provision, net - - 0.53 0.15 0.05 0.10 0.08 (0.03) 0.14 (0.09) (0.02) (0.01) Customer bankruptcy and credit charges - - - 0.04 - 0.04 0.02 0.05 - 0.02 - - Asset impairment charges - - - 0.25 0.13 0.02 - - 0.05 0.01 0.01 - Government subsidies - - - (0.06) (0.24) (0.41) (0.53) (0.04) (0.01) (0.05) (0.02) (0.02) Facility consolidation and repositioning costs - - - 0.11 0.04 0.01 - 0.04 - 0.01 - - Severance, furlough & pension settlement costs 0.01 0.02 0.01 0.15 0.13 0.07 0.01 0.02 0.02 0.01 0.02 0.02 Gain on settlement of purchase accounting liabilities - - - - - - - - - - (0.02) - Gain on legal settlement - - - - - - (0.09) - - - - - Costs related to strategic projects - - - 0.01 0.01 0.01 - - - - - 0.04 Adjusted diluted EPS $0.57 $0.64 $0.67 $0.26 $0.17 $0.31 $0.37 $0.47 $0.52 $0.53 $0.63 $0.72 (a) Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the tax effect of the pension settlement charge, which includes income taxes previously recognized in accumulated other comprehensive loss.
© 2025 AAR CORP. All rights reserved worldwide. 17 Adjusted diluted earnings per share: FY23 through FY25 Non - GAAP financial measures Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24 Q4 FY24 Q1 FY25 Q2 FY25 Q3 FY25 Diluted earnings (loss) per share from continuing operations $0.62 $0.64 $0.62 $0.66 ($0.02) $0.67 $0.39 $0.26 $0.50 ($0.87) ($0.25) FCPA settlement and investigation costs 0.02 0.03 0.04 0.04 0.03 0.08 0.06 0.14 0.14 1.67 0.03 Loss (Gain) related to sale and exit of business/joint venture, net - - 0.01 0.01 0.02 0.02 0.02 0.01 (0.03) 0.01 1.80 Acquisition, integration and amortization expenses - - 0.06 0.15 0.08 0.09 0.52 0.52 0.25 0.20 0.21 Contract termination/restructuring & loss provision, net (0.01) 0.05 - - - - - 0.14 0.09 - (0.09) Customer bankruptcy and credit charges (recoveries) - (0.01) 0.05 - - - - - - - - Loss (gain) on equity investments - (0.02) 0.03 - - - - - - - Government subsidies (0.02) - (0.03) - - - - - - - - Russian bankruptcy court judgment (reversal) - - 0.05 - 0.32 - - - - - (0.31) Severance and pension settlement costs - - - - 0.76 - - 0.01 - - - Tax effect on adjustments (a) - - (0.05) (0.06) (0.41) (0.05) (0.14) (0.20) (0.10) (0.11) (0.40) Adjusted diluted EPS $0.61 $0.69 $0.75 $0.83 $0.78 $0.81 $0.85 $0.88 $0.85 $0.90 $0.99 (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. Began reporting tax effects separately in Q3 FY23.
© 2025 AAR CORP. All rights reserved worldwide. 18 Pro forma net debt to pro forma EBITDA Non - GAAP financial measures