Aimia Inc.

Good day ladies and gentlemen and welcome to the AMYA Inc. fourth quarter 2022 results conference call. At this time all lines are in a listen only mode. Following the presentation we will conduct a question and answer session. If at any time during this call you require immediate assistance please press star zero for the operator. All is being recorded on Thursday, March 16, 2023. I would now like to turn the conference over to Albert Matusik,

Thank you, Michelle, and welcome everyone to this morning's call. Today's presentation is available on CDAR and 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 statement. My name is Albert Matuszek, Head of IR and Communications. 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 the 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. In addition to our earnings release and investor slides for the quarter, we have also posted an updated presentation on the Tough Ropes acquisition, which we expect to close tomorrow. With that, let me hand it over to Phil.

Thanks, Albert, and good morning to everyone on the phone and webcast today. We are excited about our recently announced acquisitions of Tuff Ropes and Bizetto for a total of $585 million. These two businesses generated $72 million in pro forma adjusted EBITDA for the most recent fiscal years, with high free cash flow conversion, providing AMIA with a strong foundation on which we will continue to build. These two companies will form the backbone of our strategy to continue to acquire businesses that generate significant cash flow for AMIA, utilizing our sizable tax assets, while presenting strong opportunities for future growth. On January 31st, we announced that we signed definitive agreements to acquire Tuff Ropes for $252.6 million. Tuff Ropes is a global leader in high-performance synthetic fiber ropes and netting solutions for global aquaculture, maritime, and other various industrial end markets. Tuffropes is expected to achieve annual revenue of approximately $130 million for the fiscal year ending March 31, 2023, with industry-leading adjusted EBITDA margins of 18.5%. With our operational improvement initiatives, as well as the optimization of product mix, adjusted EBITDA margins are expected to grow above 20% within the next two years. AMIA expects to close the Tuffropes transaction tomorrow, March 17. On March 6, Amy announced that it had signed a definitive agreement to acquire Bezzetto Group for $332.4 million. Bezzetto is one of the world's largest ESG-focused providers of specialty chemicals, offering sustainable textile, water, and dispersion chemical solutions with applications in several end markets, including the textile, home, and personal care, plasterboard, and agrochemical markets. Bezzetto achieved annual revenue of approximately $330 million and adjusted EBITDA of $48 million with an adjusted EBITDA margin of 14.5% for the fiscal year ended December 31st, 2022. This transaction is expected to close before the end of the second quarter of 2023. Turning to our financial results, we ended 2022 in a strong financial position with over 540 million of investable cash and liquid securities, a diversified portfolio of holdings that we believe are poised to deliver strong results in 2023, and tax losses of over $660 million that will help shield the sizable portion of our taxable income and capital gains for years to come. During 2022, AMIA bought back 8.3 million common shares on the open market, fully utilizing its most recent NCIB for total repurchases in 2022 of $36.5 million worth of our common stock. Turning to our holdings, Tradex's asset-light model has begun bearing fruit. and in the first months of 2023 saw margins improving. Cognitive, under the guidance of a new CEO, Tim Sullivan, has accelerated their cost-cutting efforts and has begun executing a new business plan. Clear Media is expected to enjoy a strong recovery as two years of zero-COVID policy finally ended in China. Capital A is experiencing a very strong rebound in its airline business. Moreover, as we recently announced, We are increasing our previously stated $75 million capital return target to $100 million, of which we have executed $36.5 million in open market purchases in 2022. And with that, let me turn the floor over to Mike to provide you some further updates on our investment portfolio.

Mike? Thanks, Bill, and good morning to everyone. I'm going to begin with a review of Tradex. Tradex started the year strongly. but ended a mid-year slowdown as rapidly rising interest rates and the prospect of a recession caused used car prices and demand to decline, just as the company was building inventory to launch several new and promising end markets. The situation has improved and demand for used cars has returned and the pricing environment has stabilized. With the new target markets up and running, the company has successfully worked through its excess inventory. Tradex's asset-light program, called Instant Request, is seeing steady improvement in both gross vehicle sales and gross margins. Tradex continues to develop its existing trade corridors and continues to open new trade corridors across Latin America, the Caribbean, as well as Africa. Tradex generated gross vehicle sales of $150 million in the fourth quarter of 2022, a significant increase from the same period last year. mainly as a result of the acquisition that was closed at the end of the fourth quarter 2021. We remain confident and excited about Tradex's future as it continues to develop its incident request platform. Moving on to cognitive. In the fourth quarter, revenues from continuing operations were $12.5 million. Adjusted EBITDA from continuing operations was a loss of $5.9 million, a significant improvement of $5.2 million from the loss of $11.1 million from a year ago. Led by its new CEO, Tim Sullivan, Cognitive has undertaken a series of initiatives to reduce cost and drive efficiency as it rolls out its existing and new commercial offerings. In January 2023, Cognitive obtained $10 million in new debt financing from a U.S. institutional investor. Moving to Clear Media. The COVID-19 pandemic has continued to impact the operations of Clear Media during the three months ended December 31, 2022. China finally ended its COVID mobility restrictions in December, which led to significantly affected the demand for October, outdoor advertising in 2022. This led to a decrease in revenue from 1.265 million renminbi in 2021 to 724 million renminbi in 2022, a reduction of 43%. And EBITDA declined from 690 million renminbi in 2021 to 58 million renminbi in 2022. Despite the negative impacts of the zero COVID policy, we're confident that Clear Media will rapidly recover now that China has reopened and mobility restrictions have been lifted. Next up is Capital A. In the fourth quarter, the group carried 7.8 million passengers, an increase of 187% year over year, resulting in a quarterly load factor of 86%. For the full year 2022, The group carried 34.2 million passengers, which represents only 46% of 2019 passenger levels. So there's still a lot of room to recover. But the trend continues to be very, very positive. The low-cost airline is uniquely positioned to capitalize on the sizable pent-up demand for travel across Southeast Asia, while Capital A continues to develop and enhance the value of its digital assets. And with that, let me turn it over to Steve to take you through the financial results. Steve? Thanks, Mike.

Let me begin by covering the consolidated results before we move to the segment performance and cash movements in the quarter, starting with our consolidated results. In the fourth quarter, loss from investments was $11.1 million compared to a loss of $5.8 million last year. The loss from investments in the quarter was mainly due to unrealized fair value losses recognized from our investments in Clear Media and Tradex Preferred Shares. The equity pickup of cognitive net loss in the quarter offset in part by higher interest, dividends, and other investment income, as well as a $4 million unrealized fair value gain recognized from the issuance of Tradex warrants concurrent with the execution of the amended and restated offer resulted in the results for that period. Expenses came in at 10.6 million, an increase of 2.9 compared to the same quarter of the prior year. For the holding segment, corporate operating expenses, which include compensation, professional, and advisory fees, as well as insurance, technology, and other office expenses, were 6.3 million in the quarter, down 0.3 million, mainly due to a decrease in compensation and benefits of 1.6 million, due primarily to a decrease in share-based compensation of $1.5 million. This was offset in part by an increase in professional advisory fees of $1.5 million, due primarily to $2.1 million in transaction costs associated with the Tuff Roads acquisition. Moving on now to cover cash movements for the quarter. We ended the fourth quarter with $505 million in cash, adding in marketable securities of $36.7 million. Not held in precog, total cash and marketable securities were $542 million at the end of the quarter. The main movements in cash this quarter were $3.1 million of preferred dividends and related Part 6 tax of $1.3 million paid. $2.1 million of transaction costs incurred in relation to the Tuff Ropes acquisition, $1.8 million used to repurchase shares under our NCID, $2.7 million of negative translation adjustments related to cash, and $4.7 million of net cash outflows related to holding company costs and other investment activities. Moving on to our pro forma unrestricted cash. We expect to have $200 million in pro forma unrestricted cash and liquid investments at the end of the upcoming transactions we've announced. Walking you through, we ended the fourth quarter, as I said earlier, with $542 million in cash and liquid investments. We expect the two transactions, as we have announced, to the total consideration of $584 million related to those transactions, $29 million of transaction and debt fees offset by approximately $242 million in expected debt, and a $13 million rollover from Bozzetto Management in an equity participation of the business. as well as a $17.5 million favorable closing working capital adjustment on the Tuff Ropes acquisition. And with that, let me turn it now over to Phil to wrap it up with a few concluding remarks. Phil. Thanks, Steve.

The closing of the PLM transaction took longer than expected due to the Aeromexico bankruptcy proceedings, but we have nonetheless been carefully planning to redeploy the proceeds. As evidenced by our two recently announced acquisitions, Our strategy is to seek companies that generate significant free cash flow and provide capital appreciation opportunities for our stakeholders and to use our tax losses to enhance these results. As we seek companies to acquire, we can act swiftly when presented with the right opportunities, and we did so with the two recent purchases. Afrox, for $252.6 million, or approximately 9.9 times adjusted 2023 EBITDA, and Bizetto Group, for $333.4 million, or approximately seven times adjusted 2022 EBITDA. Combined, these companies generated over $72 million in EBITDA in their last fiscal years, with strong management teams and long track records of growth in free cash flow generation. These investments will form the backbone of the quote-unquote new AMIA, with plans to grow both organically and through carefully planned accretive acquisitions. Further, once AMIA has established our target leverage for each of these investments of three times EBITDA, We expect to have over $200 million in excess cash and liquid holdings to use for further acquisitions and share buybacks. We will continue to execute our strategy of maximizing the value of our current portfolio holdings while redeploying our capital into new investments with significant upside. 2023 is off to a strong start for our entire portfolio. We look forward to providing you further updates as soon as we can, and we look forward to an exciting 2023.

Operator, that concludes today's prepared remarks. Please go ahead and prompt for questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the one on your touchtone phone. You will hear a three-tone prompt acknowledging your request. Should you wish to decline from the polling process, please press the star followed by the two. If you are using a speakerphone, please lift the hands up before pressing any keys. One moment please for your first question. First question comes from Andrew Lopez of TD Securities. Please go ahead.

Hi, good morning. Good morning. Just a couple questions on your, good morning. Just a couple questions on your transactions there. So for Bizetto, just wondering if you can provide some color on the acquisitions maybe being contemplated within that structure, within that company, such as, Yeah, just looking for kind of the materiality, quantum of the revenues that you might be kind of targeting, and then if you expect that should lead to synergies or multiple arbitrage. And also, if you could just speak to the internal rate of forecast revenue growth for Bizetto as well.

Sure. Hi, Andrew. Thanks for the questions. So, with regard to, I'll give you an example with Bizetto, for example. Our first target is, first of all, the management has been incredibly successful at integrating full-time acquisitions. They're really careful about their strategy, and I think the targets that we have here fit that bill. A typical target, and I'll give you, for example, our first one is in the range of $8 to $10 million in EBITDA. It's strategically located in another area that will allow them to expand into the Americas, so there's a lot of synergy opportunities and a lot of opportunities to grow their business in areas that they really wanted to focus on. In terms of their growth rate, we're not going to get into too much detail at this time until we close, but I could say the last few years have been double-digit top-line growth.

Okay. That's helpful. And then for tough ropes, is there potential to utilize those tax losses through tough ropes? And would that simply be through expanding of market share? And just if you could speak to the current financial instability, if there's any risk achieving the set leverage targets for tough ropes, just given what's been going on in the banking world lately.

Okay, I'll take the tax question, and then maybe I'll let Phil or Mike jump in on the leverage side. But on the tax side, you'll note that the business we acquired is pretty much – and based in India today, but has over 75% of their revenue base outside of India their next quarter. We're looking at a strategic plan which would move some of the operating activities, at least on the sales and marketing side, internationally, actually in Canada, and eventually take advantage of the NOLs we have available to us in Canada. That will be over a process of time. There's certain things that we have to do in order to get that activated, but that definitely is something that we envision with this investment. So there will be opportunities to mitigate the cash tax costs relative to this business.

Hi, it's Mike Lehman. I'm happy to jump in on the leverage question. You're right. There's a lot of uncertainty going around global debt markets. There's no question about that. But we're highly confident. We've been in active discussions with lenders and expect to achieve the level of three times adjusted EBITDA for the acquisition. We've had a lot of dialogue, a lot of very favorable feedback, and we're in the very late innings locking that up. So there shouldn't be a question at all.

Okay, perfect. And then just the last question on the return of capital. So just like quick math here, we're looking at your $100 million target. Is it fair to say that since you're not going to get there with the NCIB, with the renewal in June, if you would be looking at a special dividend or maybe a SIB to make up this kind of shortfall.

Yeah, that is fair. I think it's going to be a function of how quickly we execute the price, where the stock price is, you know, when we're done with the NCIB. If it remains as depressed as it is, I think you'll see a SIP. So, you know, we think the stock is very undervalued and we're going to aggressively repurchase it and we will use all the means at our disposal.

That's great. That's all for me. Thanks.

I'll jump back into the queue. Thank you.

Thank you. Once again, ladies and gentlemen, if you do have a question, please press star 1 at this time. If there are no further questions at this time, I'll turn it back to you for closing remarks.

Well, thank you, everyone, for joining today's call and webcast. We look forward to talking to you again at the next earnings call. Thank you very much.

Ladies and gentlemen, this does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.