MNG Havayollari ve Tasimacilik A.S. (“MNG Airlines,” “MNGA” or
“the Company”), a global logistics provider and e-commerce enabler
today announced strong preliminary unaudited financial results and
operational highlights for full year 2022.
Full Year 2022 Preliminary (Unaudited) compared to Full Year
2021 (Audited) Financial and Operational Highlights
Twelve Months Ended December
31,
$ in Millions
2022
2021
% Change
Revenue
$
359.3
$
289.7
24
Profit
$
66.7
$
50.4
32
Adjusted EBITDA1
$
110.1
$
111.0
(0.8
)
Departure
Arrival
Departure
Arrival
CTKs2 in millions
YE 2021
YE 2021
YE 2022
YE 2022
Asia
60.4
122.7
111.5
121.8
Europe
379.1
287.6
317.8
276.6
North America
1.5
4.1
15.9
22.0
Other
13.5
40.0
11.1
35.9
Total
454.5
454.5
456.3
456.3
- Total revenue in 2022 was $359.3 million compared to $289.7
million in 2021, representing 24% growth.
- Revenue growth was driven by increased activity in Asia, as
CTKs (cargo ton kilometers) departing from Asia grew to 111.5
million in 2022 from 60.4 million in 2021, representing 85% growth.
MNGA prioritized charter flights to the region, resulting in 102%
year-on-year growth in charter services, to expand its footprint
and activity in the region. This also meant a lower portion of
MNGA’s overall revenue came from ACMI3 flights, which have higher
margins as the customer incurs the direct operating costs.
- E-commerce revenue increased to $81.5 million in 2022 from
$51.3 million in 2022, a 59% increase, supported by the increased
activity in Asia.
- MNGA also increased block hours from 21,796 hours in 2021 to
23,099 hours in 2022, supporting the Company’s fleet utilization
and expanding its network coverage.
- Profit in 2022 expanded to $66.7 million from $50.4 million in
2021, representing growth of 32%, and representing a 19% profit
margin4.
- Adjusted EBITDA in 2022 decreased slightly but remained robust
at $110.1 million, representing a 31% Adjusted EBITDA margin5.
- MNGA reduced its gross debt in 2022 by $24.4 million compared
to year end 2021, resulting in total debt of $82.5.
Ali Sedat Özkazanc, CEO of MNGA, commented, “We are encouraged
by our strong revenue growth in 2022 and we are proud that we
continue to deliver on our goals of growing MNG Airlines into a
global logistics provider.”
Makram Azar, CEO of Golden Falcon, commented, “We remain excited
by MNGA’s performance and believe MNGA’s strong growth profile,
profitability and cash flow generation offer the market a
differentiated, high-quality business.”
The proposed business combination, which has been approved by
the boards of directors of Golden Falcon and MNG Airlines, is
expected to be completed in the first half of 2023, subject to,
among other things, approval by Golden Falcon’s stockholders,
satisfaction of the conditions stated in the previously filed
definitive business combination agreement and other customary
closing conditions, including a registration statement on Form F-4
being declared effective by the SEC and approval by the relevant
exchange to list the securities of the combined entity.
Upon the closing of the proposed business combination between
Golden Falcon and MNG Airlines, MNG Airlines expects to be listed
under the ticker symbol “MNGA.”
Non-IFRS Financial Measures
Adjusted EBITDA is a key performance measure that MNGA’s
management team uses to assess its operating performance. We
calculate Adjusted EBITDA as profit for the year excluding results
from non-operating sources including tax expense, reversal of fixed
asset impairment, share of profit from investment under the equity
method, finance expenses, depreciation and amortization and
business combination expenses.
MNGA presents Adjusted EBITDA because it believes it is helpful
in highlighting trends in its operating results and because it is
frequently used by analysts, investors, and other interested
parties to evaluate companies in its industry.
Adjusted EBITDA has limitations as an analytical measure, and
you should not consider it in isolation or as a substitute for
analysis of MNGA’s results as reported under IFRS. Some of these
limitations are:
- Adjusted EBITDA does not reflect reversal of fixed asset
impairment, share of profit of equity-accounted investees and
finance expenses, which may represent an increase to or reduction
in cash available to MNGA;
- Adjusted EBITDA excludes non-cash charges for depreciation of
property and equipment, and although the assets being depreciated
may have to be replaced in the future, Adjusted EBITDA does not
reflect cash capital expenditure requirements for such replacements
or for new capital expenditure requirements;
- Adjusted EBITDA does not reflect provisions for tax expense,
which may represent a reduction in cash available to MNGA; and
- Adjusted EBITDA excludes non-recurring exceptional items that
are not directly related to the core operating profit of the
business, such as expenses associated with a business
combination.
Other companies, including companies in MNGA’s industry, may
calculate Adjusted EBITDA differently, which reduces its usefulness
as a comparative measure. Because of these limitations, you should
consider Adjusted EBITDA alongside other financial performance
measures, including various cash flow metrics, profit and MNGA’s
other IFRS results.
Reconciliation of Profit to Adjusted EBITDA and Adjusted
EBITDA Margin
$ in Millions
2022
2021
Profit for the period
66.7
50.4
Tax Expense
4.4
16.5
Share of profit of equity-accounted
investees
(0.7
)
(0.3
)
Finance expenses/(income)6
0.4
12.8
Depreciation and amortization
37.7
31.5
Business Combination Expenses
1.6
-
Adjusted EBITDA
110.1
111.0
Adjusted EBITDA Margin (Adjusted EBITDA
/ Revenue)
31
%
38
%
1 Adjusted EBITDA is not a measure defined under IFRS. For
further information about how we calculate Adjusted EBITDA, see
“Reconciliation of Profit to Adjusted EBITDA and Adjusted EBITDA
Margin” above. Note: 2022 financials are unaudited and are subject
to change. 2 CTK: Cargo Ton Kilometer 3 Defined as Aircraft, Crew,
Maintenance, and Insurance 4 Profit Margin is not a measure defined
under IFRS. Profit Margin is calculated as Profit / Revenue 5
Adjusted EBITDA Margin is not a measure defined under IFRS.
Adjusted EBITDA Margin is calculated as Adjusted EBITDA / Revenue 6
Financial expenses include interest expenses on bank loans and
foreign exchange gains or losses on financial assets and
liabilities (other than trade receivables and payables)
About MNG Airlines
MNG Airlines is a global logistics provider. The company started
operations in 1996, having conducted its first transatlantic flight
in 1998, and now services over 15,000 corporate customers across 41
countries through over 3,500 flights per year. MNG Airlines offers
charter services with customized plane and capacity options in
addition to scheduled flights and aircraft, maintenance, crew and
insurance (ACMI) services. MNG Airlines also has a fully equipped
and EU standards-compliant warehouse since 2000.
Important Information About the Proposed Transaction and
Where to Find It
In connection with the proposed transaction between Golden
Falcon and MNGA, MNGA intends to publicly file a registration
statement on Form F-4 (the “Form F-4”) with the SEC, which will
include a proxy statement/prospectus and certain other related
documents, which will be both the proxy statement to be distributed
to holders of shares of Golden Falcon’s common stock in connection
with Golden Falcon’s solicitation of proxies for the vote by its
stockholders with respect to the proposed transaction and other
matters as may be described in the definitive proxy statement, as
well as a prospectus relating to the offer and sale of the
securities of MNGA to be issued in the proposed transaction. The
definitive proxy statement/prospectus will be sent to all Golden
Falcon stockholders as of a record date to be established for
voting on the transaction. Golden Falcon also will file other
documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security
holders of Golden Falcon are urged to read the registration
statement, the proxy statement/prospectus, and amendments thereto,
and the definitive proxy statement/prospectus in connection with
Golden Falcon’s solicitation of proxies for its stockholders’
meeting to be held to approve the transaction, and all other
relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available
because they will contain important information about Golden
Falcon, MNGA and the proposed transaction.
Investors and securityholders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Golden Falcon and MNGA through the website maintained by the
SEC at www.sec.gov.
The documents filed by Golden Falcon with the SEC also may be
obtained free of charge at Golden Falcon’s website at
www.goldenfalconcorp.com or upon written request to: Golden Falcon
Acquisition Corp., 850 Library Avenue, Suite 204, Newark, DE
19711.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS
COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE
TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This communication contains certain “forward-looking statements”
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact contained in this communication,
including statements regarding the expected completion date of the
proposed business combination, our goals of MNGA becoming a global
logistics provider and the belief that MNGA’s performance offers
the market a differentiated, high-quality business, are
forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words,
including “may,” “should,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,”
“could,” “would,” “continue,” “forecast” or the negatives of these
terms or variations of them or similar expressions. All
forward-looking statements are subject to risks, uncertainties, and
other factors, which could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. All forward-looking statements are based upon
estimates, forecasts and assumptions that, while considered
reasonable by Golden Falcon and its management, and MNGA and its
management, as the case may be, are inherently uncertain and many
factors may cause the actual results to differ materially from
current expectations which include, but are not limited to: the
risk that MNGA is not able to expand its network coverage or
efficiently use its fleet; the risk that MNGA Airlines does not
become a global logistics provider; the risk that the market does
not receive MNGA as a high-quality business; the risk that the
proposed transaction may not be completed in a timely manner or at
all, which may adversely affect the price of Golden Falcon’s
securities; Golden Falcon’s potential failure to obtain an
extension of the deadline for the proposed transaction; the failure
to satisfy the conditions to the consummation of the proposed
transaction, including the adoption of the business combination
agreement by the stockholders of Golden Falcon; failure to satisfy
the minimum cash amount following redemptions by Golden Falcon’s
public stockholders in connection with the stockholder vote to
extend the business combination deadline and the stockholder vote
to approve the business combination agreement and the transactions
contemplated thereby; failure to receive certain governmental and
regulatory approvals; the lack of a third party valuation in
determining whether or not to pursue the proposed transaction; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the business combination agreement;
costs related to the proposed transaction; actual or potential
conflicts of interest of Golden Falcon’s management with its public
stockholders; the effect of the announcement or pendency of the
proposed transaction on MNGA’s business relationships, performance,
and business generally; risks that the proposed transaction
disrupts current plans of MNGA and potential difficulties in MNGA’s
employee retention as a result of the proposed transaction; the
outcome of any legal proceedings that may be instituted against
MNGA or against Golden Falcon related to the business combination
agreement or the proposed transaction; failure to realize the
anticipated benefits of the proposed transaction; the inability to
meet and maintain the listing of Golden Falcon’s securities (or the
securities of MNGA) on the NYSE; the risk that the price of Golden
Falcon’s or MNGA’s securities may be volatile due to a variety of
factors, including macro-economic and social environments affecting
MNGA’s business and changes in the combined capital structure; the
inability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities; the risk that MNGA
will need to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all; the risk
that the post-combination company experiences difficulties in
managing its growth and expanding operations; negative economic
conditions that could impact MNGA and the air cargo business in
general; factors that affect air cargo companies generally; changes
in, and MNGA’s ability to comply with, laws and government
regulations, particularly, the civil aviation regulatory framework;
competition in the air cargo industry; reduction in demand for
MNGA’s cargo or charter operations, including as a result of
reductions in global trade growth or e-commerce activity,
government reduction or limitation of operating capacity; risks
associated with MNGA doing business in emerging markets; conflict
and uncertainty in neighboring countries; and other risks and
uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in Golden
Falcon’s Annual Report on Form 10-K which was filed by Golden
Falcon on March 31, 2022 (the “2021 Form 10-K”), and subsequently
filed Quarterly Reports on Form 10-Q, as such factors may be
updated from time to time in Golden Falcon’s filings with the SEC,
the Form F-4 and the proxy statement/prospectus contained therein.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Golden Falcon and MNGA caution that the foregoing list of factors
is not exclusive.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Golden
Falcon nor MNGA gives any assurance that either Golden Falcon or
MNGA or the combined company will achieve its expected results.
Neither Golden Falcon nor MNGA undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
Participants in the Solicitation
MNGA and Golden Falcon and their respective directors and
officers and other members of management may, under SEC rules, be
deemed to be participants in the solicitation of proxies from
Golden Falcon stockholders with the proposed transaction and the
other matters set forth in the proxy statement/prospectus.
Information about Golden Falcon’s directors and executive officers
is set forth in Golden Falcon’s filings with the SEC, including the
2021 Form 10-K. Additional information regarding the direct and
indirect interests, by security holdings or otherwise, of those
persons and other persons who may be deemed participants in the
proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of these documents as
described above under “Important Information About the Proposed
Transaction and Where to Find It.”
No Offer or Solicitation
This communication is for information purposes only and shall
not constitute a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction and is not intended to and does
not constitute an offer to sell or the solicitation of an offer to
buy, sell or solicit any securities or any proxy, vote or approval,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, or an exemption therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230223005685/en/
Ipek Akyildiz, Corporate Communications Manager,
ipek.akyildiz@mngairlines.com Michael Bowen, Managing Director, ICR
Inc, MNGAirlines@icrinc.com
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