Aimia Inc.

Ladies and gentlemen, thank you for standing by, and welcome to the AMIA Inc. Third Quarter 2020 Results Conference Call. At this time, all participants are in a listen-only mode, and after the speaker's presentation, there will be a question and answer session. To ask a question during the session, you'll need to press star 1 on your telephone. If you require any further assistance, please press star 0. I'd now like to hand the conference over to your speaker today, Tom Tran, Head of Investor Relations. Please go ahead, sir.

Thank you, James, and welcome, everyone, to this morning's call. Today's presentation is available on CDAR and will be available on our website. Before we get underway, I would like to remind everyone to review our forward-looking statements and the cautions and risk factors pertaining to the statements. With me on the call today are speakers Phil Middleman, AMIA CEO, Michael Lehman, our president, and Steve Leonard, our CFO. Phil will begin with our strategic highlights, followed by Michael, who will cover the performance of our investments, before handing the call over to Steve to take you through the results of the quarter. We will have time for your questions at the end. With that, let me hand it over to Phil.

Thanks, Tom, and good morning, everyone. I'm excited to share the continued progress that we've made at the company, including several new opportunities to drive future growth. Starting with our strategic highlights, AMIA's expenses were down 16% over last year to $9 million. Corporate expenses were $3 million, excluding expenses associated with stock-based compensation, contingent consideration, currency translation, and depreciation and amortization. We remain on track to achieving an annualized corporate expenses of $15 million or $12 million on a cash basis with further savings being evaluated. Despite the COVID-induced crisis impacting our airline-based loyalty investments, PLM continues to demonstrate signs of recovery and generated $9 million of positive operating cash flow in the quarter. Big Life has rebranded its loyalty program and has been focusing on expanding its earn and redemption ecosystem while transforming its loyalty points into a universal digital currency that to make it more accessible for members. Cognitive is making business progress and remains on track to achieving substantial cost synergies and is positioned to achieve its positive EBITDA and cash flow targets during 2021. Mike will cover these in greater detail later in his remarks. ClearMedia continues to make progress towards its privatization. Recently, its board appointed non-executive directors from Ant Group and JCDecaux, both of which are part of the investor consortium. Since we made our investments, China's economy has experienced a rapid recovery. We believe these positive economic trends bode well for outdoor advertising sales in China. AMIA repurchased 1.4 million of its common shares under its NCIB during the quarter, bringing year-to-date repurchases to 3 million shares. We believe AMIA's stock is undervalued, and opportunistic buybacks provide a significant return to stakeholders. The company has repurchased over 40% of its outstanding shares over the past 21 months, with over 1 million shares of insider buyings and support was reconstituted. As announced last quarter, $67 million held in restricted cash and $2 million held in escrow related to the error plan transaction were released to AMIA. In addition, we are in a notice of objection process to recover $33 million related to an error plan tax assessment. Moving on to our new investments. Subsequent to the end of the quarter, we acquired approximately 481,000 shares for $10.5 million in J.C. DeCoe, the global leader in outdoor advertising and a member of the Clear Media Investment Consortium. JCDecaux represents an attractive investment for AMIA's stakeholders. While its business is experiencing a COVID-related slowdown, JCDecaux is a well-capitalized, well-managed global leader in the outdoor advertising space with exciting future growth opportunities. We also committed $6.7 million to a special purpose vehicle created to pursue a leveraged buyout of a Target, currently trading at a significant discount to intrinsic value. The investment agreement provides AMIA an option to acquire a stake of up to 25% in the Target, upon the successful consummation of the planned LBO. At this time, half of this $6.7 million commitment has been funded. Lastly, we acquired 4.2 million shares for $9.2 million in Village Roadshow Limited, the largest owner and operator of theme parks and one of the largest cinema operators across Australia, with a long-term history of profitability and dividends. The company is currently trading at a very attractive valuation and is in the midst of a takeover bid. We believe these new investments have the potential to provide meaningful net asset value growth in the near and long term for AMIA stakeholders. Finally, let me spend a moment to provide you an update on our progress with Aeromexico and PLM. We are encouraged to see the significant progress made by Aeromexico during the Chapter 11 process to implement the restructuring that is expected to provide the airline with the ability to cut costs and raise additional liquidity, including the recently announced court approval of a dip financing facility of up to $1 billion in USD led by Apollo. We believe Aeromexico will emerge from Chapter 11 as a much stronger airline and thus further strengthen the PLM loyalty program. AMIA has been working closely with Aeromexico, PLM, and Apollo throughout the Aeromexico bankruptcy process, and the parties are progressing towards the formal assumption by Aeromexico of its agreements with PLM. The CPSA, as recently amended, is being honored during the bankruptcy process, and we expect AMIA's and PLM's agreement with Aeromexico to remain intact following their formal assumption. This includes a 20-year CPSA extension between PLM and Aeromexico, as well as the option for Aeromexico to acquire AMIA's stake in PLM for $400 million U.S., or 7.5 times EBITDA, whichever is greater, and adjusted for net cash on the balance sheet. Loyalty programs are coveted, valuable assets, as evidenced by the recent financing transactions involving United and Delta. As the airlines continue their recovery, we expect distributions from PLM to AMIA will resume in 2021, and we'll have more information for you when we report our fourth quarter results. We look forward to sharing more of our progress with you as soon as we can. And with that, let me turn the floor over to Mike to provide you some further updates on our investment portfolio. Mike?

Great. Thanks, Phil, and good morning to everyone. Let's kick off our discussion with PLM, where I'll be speaking to the operating performance in USD, which is PLM's functional currency. PLM's member base was up 4% over last year to 6.9 million enrolled members in the third quarter. While gross billings were down 63% over last year to 26 million in the third quarter due to COVID-19, gross billings were up 30% over last quarter, driven by growth from airline and banking partners. Revenues were down 58% compared to last year to 27 million, but were up 15 million over last quarter due to increased redemption volume. Redemption mix has also begun to normalize in the third quarter, with a greater proportion of air rewards being redeemed relative to non-air rewards. Adjusted EBITDA was $10 million of free cash flow and was positive $6 million in the third quarter, growing the cash balance to $48 million compared to last quarter. While the improvement over second quarter is a positive sign, we expect PLM to continue to be negatively impacted by COVID. As such, we do not expect any distributions from PLM in the fourth quarter. However, as we expect the impact of COVID to be temporary and the business returns to healthier results, we expect distributions to AMIA will resume in 2021 calendar year. Similar to PLM, Big Life's financial results are also affected by the tough operating environment in Asia due to the pandemic, which drove lower accumulation of redemption volumes in the third quarter. AirAsia Barad, the core airline partner which operates the short-haul Southeast Asian market, has continued to see a recovery in air travel, with its reported third-quarter results demonstrating sequential quarter-over-quarter growth in passengers carried from Malaysia, India, and Thailand. AirAsia.com was recently launched under a brand-new identity as an Asian super app to provide its members with the ability to fly, shop, and dine from an expanded reward offering across lifestyle, travel, and financial services categories, all at the convenience from one app. The repositioning of AirAsia.com is another step toward the digital transformation and collaboration of AirAsia and the Big Life ecosystem. Big Life has over 25 million enrolled and approximately 7 million active members. The program is leveraging this membership base and data to deliver attractive values to its members and commercial partners using Big Points as a universal digital currency to facilitate transactions. We see significant upside potential for Big Life and we're continuing to explore opportunities to maximize the value of this unique investment. Moving on to Cognitive. In the third quarter, revenues were $25 million and adjusted EBITDA was a loss of $6 million for the merged businesses. Cognitive is making significant progress with new and existing clients. It has won new clients with a grocery retail program in the Middle East and a real estate investment business in North America involving strategic consulting and loyalty program design, as well as the sale of loyalty platforms and related managed services. Also, it won new business with an existing multinational CBG client to support a multi-brand program launched across the client's portfolio in the U.S. with further plans for expansion globally. It also launched a coalition program with a major Asian conglomerate covering grocery, health and beauty, and food and beverage. These business wins underscore the tremendous potential business synergies made possible by the complimentary merger of Cognitive and AMEO Loyalty Solutions. While the operating business integrate and align their go-to-market models and opportunities, we also expect to achieve significant cost savings before the end of 2021 through synergies. And finally, moving on to Clear Media. The privatization of Clear Media continues, led by its consortium of investors, including the company's current CEO, JC Tocco, and Jack Ma's Ant Group. We expect the management team to execute on its growth-oriented plan to digitize commercial panels with the goal of attracting new advertising revenue streams. The privatization process has been happening against a favorable backdrop in China, which has seen a rapid recovery in its economy. Consumer spend continues to recover in China following the gradual loosening of COVID-19 restrictions. with recent retail sales showing consecutive months of year-over-year improvements. We anticipate as businesses become more confident in Chinese consumer spending, they'll likely become more engaged on the marketing and advertising front as well. And with that, let me turn it over to Steve to take you through the financial results.

Steve? Thank you, Michael. Let's begin by covering the consolidated results before we move to the segment performance. In the third quarter, income was negative $1.1 million as the unfavorable foreign exchange impact on the fair value of clear media and small net loss from equity-accounted investments more than offset interest income and investment management fees. Reported expenses were $8.8 million, down 16% compared to last year due to actions taken this year to downsize the corporate team and reduce other corporate costs. Within investments and holding segment, expenses were $8.3 million down from $10.5 million in the same quarter last year, excluding stock-based compensation of $2.5 million, a foreign exchange loss of $2 million, contingent consideration of $0.7 million, and depreciation and amortization of $0.1 million. Corporate expenses on a cash basis were $3 million this quarter, on track with the company's operating cash expense run rate target of $12 million annually. Within the investment management segment, management fee revenue was 0.4 million and loss before income taxes was negative 0.1 million. Assets under management were 150 million U.S. as of September 30th, 2020. Moving on to cover the major cash movements for the quarter. We ended the third quarter with total cash balance of 173 million, down 18 million from the 191 million last quarter. The main movements in cash this quarter compared to last quarter were, as noted earlier, the $3 million in corporate cash costs. We repurchased 1.4 million common shares for cash consideration of $4.5 million under the NTIB this quarter, with approximately four more million shares remaining available to be purchased. We had transaction costs of $1.5 million. We paid preferred dividends of $3.2 million and income tax of $1.7 million. Most of that was related to Part 6 tax. And we paid $1.7 million in refundable sales tax that will be recovered in Q4. Subsequent to the end of the quarter, we also made an investment in JCDecaux for $10.5 million, an investment in Village Roadshow for $9.2 million, and we have an initial commitment of $6.7 million and a special purpose vehicle of which half has been funded. And we expect to receive around $5 million in cash related to the cognitive closing working capital, taking pro forma cash to approximately $155 million. And with that, let me turn it over now to Phil to wrap up with a few concluding remarks. Phil?

Thanks, Steve. This is an exciting time for AMIA. 2020 has been a year of significant positive change, and we have been moving at a rapid pace to create stakeholder value. You've seen our continued cost-cutting efforts, our extension with PLM, and the significant progress made towards the assumption of the PLM agreements by Aeromexico during the bankruptcy process. Cognitive continues to perform well with contract wins from new and existing clients, and we are very excited about the future of this unique technology asset. Clear Media's privatization process is proceeding as expected as China's economy rebounds. We made a new investment in JC Deco, the worldwide leader in outdoor advertising. We invested in a special purpose vehicle to pursue an LBO and made an investment in Village Roadshow. We have seen insider buying of over a million shares as part of what is now a 10% ownership stake at the board level, as well as the opportunistic repurchase of over 40% of the outstanding shares by the company over the past 21 months. These actions demonstrate our unwavering commitment to creating lasting stakeholder value. So with that, we'll turn it over to your questions. Operator, please go ahead.

At this time, I'd like to remind everyone in order to ask a question, please press star followed by the number one on your telephone keypad. And we'll pause for a moment while we compile the Q&A roster. Our first question comes from the line of Brian Morrison with TD Securities. Go ahead, please. Your line is open.

Thank you. Good morning. First question, Michael, Phil, can you just maybe go into a little bit more detail on the talks of progression with PLM, maybe ballpark the potential timing for assumption of the contract? And then I think you said this in your prepared remarks, but can you confirm that we expect to see no changes to the CPSA or the economics of the program? Clearly, if you're expecting PLM dividends to resume in 2021, there's been some meaningful steps forward here. Sure.

Hey, Brian, thanks for the questions. We, you know, the bankruptcy process is complicated, and we've been, you know, there's a lot of moving parts, and, you know, there's kind of prioritization that takes place along the way. We've always been very confident with our position. You know, our asset being secured has always made us kind of bankruptcy remote in terms of where the asset stands. We have, sorry, I have Siri responding there. So we have had a lot of progress there on the legal front, and while we can't get into details in terms of exactly what's happened, we're very confident with where we are in our position in the bankruptcy. We expect, you know, while you can't control the timing of how the process goes, we're hoping that we are formally assumed by the end of the year, and we would expect no change to the economics of the contract and the contract to be honored. you know, as it stands today.

Okay, that's helpful. Second question, these post-core investments, it looks like the two PUPGOs are pandemic relief plays. If I'm correct, I think they're up 20% to 30% already. Can you just confirm that sort of, you know, that's kind of the rationale behind those investments and that maybe more importantly, in my view, Any details on the LBO target by sector and the cash exposure that would take you to 25% equity ownership that would be appreciated? Sure.

I think you're right about the investments we made. J.C. DeCoe, we did a lot of due diligence on Clear Media. And in the process of doing that due diligence, we learned that J.C. DeCoe is really just an outstanding leader in the space and an incredible partner to have. And so we looked at their business and Their stock had been, we thought, unduly punished for COVID, so we saw a great opportunity there. We purchased our stake at around 14 euro, trading around 19, so we have a nice gain there. They had temporarily suspended their dividend as well, so we would expect that to resume at some point in the future, so we think that'll be a dividend-paying asset. We see a lot of upside there, and we're very excited about that. VRL, Village Roadshow, I can't comment on too much because they're in the midst of a takeover situation right now. There's an offer on the table. We think that the current offer significantly undervalues the company, and we're confident that this should also yield a significant return for AMES stakeholders. So I think those two are very exciting for us. Did you have a third question in there, too?

Yeah, sorry, the follow-up was on the LBO target. Oh, sorry. And then the cash exposure to take you up to 25%.

Yeah, I think we can't comment on the target. I'll tell you it's a different sector than we're involved in today, a new sector. It's a company with a 60-year track record of generating strong earnings and free cash flow. The amount of cash commitment is going to vary based on the leverage ratio and ultimately on the price, obviously. So I think that I can tell you that we will not commit more than $50 million of our cash to that transaction.

Let me just jump in for a quick second on particularly the last. You know, as Phil said, it's too early to give any details. We're in the midst of discussions. But this is a great business. It's a very consistent generator of free cash flow. It's got nice growth. So it's a very attractive model to LBO, MBO. And like many of AMIA's assets, they're very unique assets, and they are not easily replaceable. So this is not something that we can blink and have – have business and cash flow just run away. This is very, very highly defensible. There's a nice business moat around the business. So it's a great candidate to focus on what we're doing there. Just two other comments about Deco. While we were doing additional work on the out-of-home market subsequent to the clear media investment, We were extremely impressed with JCD's assets and their ability to generate cash flow. You can see it's all public documents, right? They were clearly, you know, affected by COVID fears, and as that continued to whittle away at the equity value of JCD, we became more and more interested. Maybe taking the discussion up just a half a level, We continue to be focused at AMIA investing in long-term cash-generating assets. We would love to own a majority stake, possibly all of a company to further capitalize on our tax loss assets. But during the interim, as we continue to shop and look for those businesses, as there are opportunities to to earn above average rates of return, risk-adjusted rates of return for our stakeholders. We'll continue to do that. So, oh, and the last point on Village Roadshow. You know, the quality of these assets are not in question. They got caught in a bad place due to the pandemic. As Phil mentioned, the company is the target of a take-under bid, one that materially undervalues the assets and the long-term potential that that business has. So we're going to continue moving forward with all three of these investments. Two of them are certainly kind of COVID-related. The SPV really is not. But remember, there's a bear market somewhere in the world all the time, all right? And we're going to find ideas and investments to first take a look at and run through our analysis and evaluate if it if it hits our 15% target or not. And if so, we could dip our toe in and make an investment. And who knows, maybe either JCD or Village Roadshow become a longer-term investment also. You never know until you really get involved. So there are terrific opportunities now, and we see a lot of growth opportunity going forward.

Michael, thanks for that color. Just one follow up on that. Just in terms of the LBO target, can you give us maybe the geographic segment and would you potentially be able to utilize tax losses on that asset?

We'd prefer not to focus on the geography right now. So sorry about that. The ownership of 25% in the future That is a goal that was put in place as a goal or a tool to help utilize tax losses, yes.

Thanks very much. Hey, Brian, just one thing to add. Some people might confuse this with a SPAC. This is not a SPAC. This is an SPV. So we're actually out there acquiring the shares in the open market as we speak, which is another reason why we're kind of keeping that close to the vest.

I appreciate that.

Thanks, Brian. And again, as a reminder, if you'd like to ask a question, please press star, followed by the number one on your telephone keypad. Our next question comes from the line of Hamza Mazzari from Jefferies. Go ahead, please. Your line is open.

Hey, guys. This is Ryan gunning on for Hamza. Just kind of following up on the last question, could you, and you gave good color already just on your current investments, but could you provide a little bit more of an update just in terms of potential opportunities? in the U.S. to utilize those tax losses?

Hey, Ryan. We have a very strong pipeline of potential deals. We obviously want to tap those U.S. NOLs, but the opportunity sets, we can't really control when the opportunity falls on our desk, and so we're taking them as they come. We anticipate utilizing those NOLs. I can't give you any further color other than to say it's definitely high on our list of things we'd like to do. But, you know, in the meantime, the opportunities that we've taken advantage of have been fantastic. And, you know, we are always looking and are prepared to facilitate something in the U.S. that can tap those NOLs. So, you know, that doesn't give you the answer you want except to say that we are, you know, aggressively searching for for something that would utilize those NOLs.

Got it. That makes sense.

And then just to follow up regarding clear media, just wondering if the recent blocking of ANT IPO, is that causing any delays in terms of the privatization or anything like that, causing any of the other type hangups?

No. If you followed it in more detail, I guess you know the ANT financial delay. I was really more involved with their lending services and something really completely unrelated to their minority investment in Clear Media. So it's not affecting us. It has nothing to do with us, and we don't anticipate it will have any effect on Clear Media.

Got it. Thank you. Thanks, Ryan.

Our next question comes from the line of Drew McReynolds with RBC. Go ahead, please. Your line is open.

Yeah, thanks very much. Good morning. Back on PLM, maybe for you, Phil, on the distributions expected in 2021, is there a kind of performance measure here of PLM per se, or is it really a matter of formalizing agreements and getting some of that cash kind of released regardless of you know, really the P&L performance of PLM specifically. And then just to follow up on cognitive, you know, nice to see all the incremental disclosure, by the way, you know, as we go by here. To what extent, you know, thematically has cognitive been impacted by, you know, the collapse of leisure and travel through COVID here, you know, just as we kind of look at the numbers that have been disclosed?

Sure. I think, you know, with regard to PLM, you know, as we mentioned, they've honored their agreements, you know, to the T throughout this process. So, you know, the actual, you know, assumption of the agreement is a formality because we've actually – it's not like that's going to change the economics of that contract. You've seen in the quarter how well the company performs. I mean, this is the depths of COVID and generating a lot of free cash. So it really – underscores how great these businesses are. I think that our anticipation to see dividends resume in 2021 is a function of what you can see as their current performance. And then I think you can extrapolate that the airline is recovering. And as that recovery continues, that performance should improve. So I think for us, our goal is to have PLMs distributions and any other types of cash flow we can generate. At the very least, take our cash flow at the whole quota neutral. You've seen this year alone, we made about $11 million or $12 million so far in these smaller open market plays. So those are a welcome addition to cash during years when you had like we had this year where obviously PLMs dividends were a little lower. So we don't see any need to have – it's really a status quo that we think will take us back to strong dividends from PLM. In terms of cognitive, I think it's funny because COVID has been obviously a horrible thing for the economy and for a lot of companies, but it has brought us a lot of opportunity. And for cognitive, as much as they're in a world where you would think COVID would destroy the business or really hurt it. What it's actually done more than that is awoken companies to the need to really get their offerings, loyalty points, and marketing and enhance it in ways that Cognitive can help them with. So these companies, a lot of companies that might not have considered Cognitive's platform before and can say, wait a minute, we need more customers to come to our hotels. We need more people to use our frequent flyer models. We need new people to come and use whatever loyalty products or offerings that they have that they want to use to attract new customers and increase their yields. They are, you know, I think there's a much more heightened interest in Cognitive's platform and offering. So net-net, I think, you know, there's probably some initial, small initial hits just from people that might have, you know, right when things really went bad, it might have just pulled back on their spending or their plans temporarily. But overall, we see it as something that's really woken people up to what Cognitive does, and it's created a lot of opportunity.

Let me just jump in for a quick second, Drew. So with regard to Cognitive, Phil is exactly right. It's more of a short-term kind of delay, but longer-term opportunity. because what's going on is the status quo is dead, right? So, you know, the global problem is with the commoditization of consumer goods. This has largely been driven by the rapid shift to e-commerce platforms. And when business is good or when business is okay or when business is great, companies typically don't rock the boat there, right? But their boat's been rocked, right? And everybody with regard to COVID and work from home, et cetera. These are the type of things that have forced change on us. And Cognitive provides technology and services to enable banks, retailers, loyalty programs. They provide the technology to have those entities collaborate and provide products to consumers with a particular focus on kind of travel, airline, and any kind of stranded asset there. So those are clearly in lower demand right now, but that demand is kind of pent up, right, and it's coming. And what it's doing is giving companies an opportunity to because of the slower current business opportunities, is they're looking forward and saying, how can we do this better? And one of the ways they can definitively do it better is by adopting cognitive-like services. So they can take their stranded assets, which hotels and airline seats they have every single day, and they can help match with loyalty clients. So it's a Longer term, this is going to be a real opportunity, and we'll look back and perhaps even benefit from the pandemic a bit. Silver linings, as they say, right?

That's right. Thanks, Michael. That's good perspective. The last one for me, on the big life stake, when it was the old AMIA, it was an asset that we never really paid much attention to, and you know, the grand dynamics of AMIA, you know, it does seem like, you know, the value there is growing and appreciating, obviously, in a great part of the world. Is there an opportunity to kind of move your stake up or do something a little bit kind of bigger here to the extent you can talk to that?

Yeah, I think, you know, you're right. I think it's a great asset. I don't think we're getting much value for it. We – As you mentioned on the last call, we've been focused on it. I think that there is a lot of opportunity there. I think that they have a very large customer base. I think there's a lot of ways that those assets can be monetized further and the business expanded and increased the value of that stake. So we are very focused on that. And I would just say give us a little more time and we'll have some more info for you, but we are very focused on it.

That's great. Thank you. Thank you.

Our next question comes from the line of Brian Morrison with TD Securities. Go ahead, please. Your line is open.

Yeah, thank you. Just one quick follow-up, guys. I'm just reading this article in the Sydney Herald this morning on Village Roadshow, and I'm curious about a few things. One, you know, did you buy this position after the public bid? What is your fundamental assumption of fair value? Are you willing to deploy more capital in this opportunity?

Right. Yeah, as... Our cost on Viltrocha is around $230 Australian. I think it's trading around $252. So that's our cost basis. We are willing to deploy more capital into it. And we think fair value is over $5 a share. And we think, as we said, that this bid is a take under that really undervalues this asset. It's an opportunistic asset. attempt to take advantage of shareholders by the people trying to buy that stake. So we can't comment further other than to say we're very confident that that value is there and stay tuned.

Sorry, can you just confirm, are you the largest shareholder of Village Roadshow?

No, Amy is not the largest shareholder in Village Roadshow.

So there's a management-led group that's a much larger shareholder.

Understood. And I think what you're also – might be confusing you is that our subsidiary, Middleman Investment Management, owns a 10% stake in Village Roadshow, but that's separate from AMIA's stake that we reported.

Thank you. And there are no further questions in queue at this time.

I'd like to turn the call back over to Mr. Tran.

Thank you, everyone, for joining today's call and webcast. If you have any further questions, please reach out to Investor Relations. This concludes today's call. You may now hang up. Thank you.