Aimia Inc.

Good morning, ladies and gentlemen, and welcome to the IMEA Inc. 3rd Quarter 2024 Results Conference Call. At this time, all lines are in the listen-only mode. Following the presentation, we welcome back a question-and-answer session. If at any time during this call you require immediate assistance, please press star 0 for the operator. This call is being recorded on Friday, November 8, 2024. I would now like to turn the conference over to Joe Racanelli. Vice President of Investor Relations, please go ahead.

Thank you, Operator, and good morning, everyone. With me are AMIA's Executive Chairman, Tom Fink, and our President CFO, Steve Leonard. Before we begin, I would like to point out a couple of items. We issued our financial results for the third quarter earlier this morning. All of our materials, including the news release, MD&A financial statements, are available from our website, as well as from CDAR+. We will be using a presentation today, and for those listening to our discussion by phone, a copy is available from the IR section of our website. Some of the statements made on today's call may constitute forward-looking information, and our future results may differ materially from what we discussed. Please refer to the risks and uncertainties that affect our future performance referenced in our presentation as well as in our MD&A. In addition, we will be making note of GAAP and non-GAAP financial measures. Reconciliation is provided in the appendix of our presentation. Following today's presentation, please reach out to me if you have any follow-up questions or would like to have a call with management. With that, I'd like to turn the call over now to Tom. Please go ahead, Tom.

Thank you, Joe, and happy Friday to everybody. Thank you for joining us today. At the start of this year, We committed to our investors to improving the performance of our core holdings, unlocking shareholder value, and increasing our engagement with each of you. A recent performance makes clear that we have executed against our strategy and realized several successes. In particular, we saw double-digit growth for revenue and adjusted EBITDA on a consolidated basis. Each of our core holdings, Bozzetto and Cortland, delivers strong results despite some macroeconomic headwinds. We also formed a strategic review committee in July, chaired by Jamie Scarlett, one of Canada's most respected legal advisors, with more than 40 years of experience completing complex M&A transactions. And perhaps most significantly, we recently reached a settlement with our largest shareholder, MISAC, which clearly puts behind our differences, allows us to partner together to focus our efforts exclusively on our strategy to grow our core holdings and unlock shareholder value. Before I turn the call over to Steve to discuss our Q3 financial results, I'd like to comment further on the cooperation agreement with MIFAC and update you on the measures we have taken recently to unlock shareholder value. The recent signing of the cooperation settlement agreements with our largest investor marks an important milestone. The agreement came after a number of discussions with MIFAC to better understand how we could be aligned on the strategic focus of the company and the efforts to unlock value. These discussions accelerated after our annual general meeting in June when it became apparent that we were more aligned with each other than ever before. As a result of these agreements, AMIA's board of directors will be expanded to include two AMIFAC nominees, Asif Mohamed Simab and Reece Somerden, individuals who bring extensive capital markets experience and a solid understanding of AMIA's business to our board. We will also add Shahir Gwendi, Chairman Emeritus of Oslers, who also brings extensive legal and corporate experience to our board. Key to the agreement are customary standstill provisions through March 31, 2026, and MIFAC's undertaking to vote all of its common shares in favor of each of AMIA's nominees at our next Annual General Meeting. With the settlement now behind us, we anticipate that some of the overhang in our share price will be lifted. Just as important, we will now be able to vote all of our efforts on growing the performance of our core holdings and unlocking shareholder value. Another sign of our recent progress was the formation of the Strategic Review Committee in July. This committee is chaired, as I said, by Jamie Scarlett, and it includes Directors Robert Feingold, Jordan Taramo, and we'll also include Mr. Seamob, one of MIFAC's representatives. The committee is actively supported by Steve Leonard, our President and CFO, and members of his team. The committee's mandate is to develop a roadmap that will unlock the growth potential of our core holdings, Bozzetto and Cortland, optimize AMIA's capital structures to support the return of capital to shareholders, and continue to responsibly monetize non-core assets in an expedient manner. Since its formation, the Strategic Review Committee has been meeting regularly and also meeting with advisors to discuss the various options available to the company. Some of these options include the potential sale-off or merger of one or both of AMIA's core holdings, the potential merger of a holding company with another entity, and the potential recapitalization of the holding company or our core holdings. Finally, we continue to make progress against our normal course issuer bid in Q3. If you recall, we received approval from the TSX in early June to purchase up to 10% of our public float, the maximum allowed under the parameters of the program. This represents just over 7 million shares. As you can see from slide 9, we have purchased more than 2.4 million shares, or just over one-third of available shares to date. These purchases, which include the block of 1.3 million shares purchased from Milkwood, represents an outlay of approximately $6 million to date at an average price per share of $2.59. That concludes my remarks, and I'd now like to turn it over to Steve to review our financial and operational results for the third quarter. Steve?

Thanks, Tom. Good morning, everyone. I'd like to begin my remarks with a review of our consolidated financial results. As you can see from slide 11, Q3 was marked by improvements to a number of our key financial metrics when comparing our performance on a year-over-year basis. Our gains were made despite some macroeconomic headwinds and logistical challenges that impacted shipping raw materials to our businesses and products to our customers for both Bizetto and Cortland. Most notably, consolidated revenue grew by 13% to $129.1 million. Adjusted EBITDA was up 55% to $15 million. This improvement was largely driven by strong performance of our core holdings, contributions from the Starchem acquisition in Bizetto, and a reduction of selling general and administrative expenses of $2.1 million at the whole co-segment. Net loss for the period improved from a loss of $32.5 million to a loss of $1.9 million, reflecting the improved performance of our core holdings and lower investor activism costs. I should point out that our bottom-line performance for the period would have been stronger if not for the $1.6 million of Part 6.1 tax expense on our preferred share dividends and the $2 million settlement payment made to MIFAC. What's important to take away from our consolidated results for Q3 is that our efforts are working to improve our financial results and reduce holdco costs. Looking at the performance of our subsidiaries more closely, starting with Bizetto on slide 12. The results of our specialty chemical business were solid again in Q3 when compared to its performance in the preceding quarters. In Q3 24, Bizetto generated revenue of 86 million up 13% from the same period last year. The year-over-year growth was largely driven by contributions from Starchem, which was acquired in January 24. Bizetto's revenue growth in Q3 24 was also due to strong performance of its textile solutions group, which experienced strong demand in Asia. This revenue growth was offset by declines experienced in its dispersion solutions and water solutions groups. with each experiencing softer customer demand and increased competition in local markets. In Q3-24, Bizetto generated adjusted EBITDA of 14.5 million, which represents a margin of 16.9%. In the same period last year, Bizetto generated adjusted EBITDA of 11.7 million and gross margins of 15.4%. The year-over-year improvement reflects contributions from StarChem and the positive impact of lower raw material costs. The results of Cortland International for Q3 are presented on slide 13. Cortland made progress in Q3 to several of its key metrics despite the persistence of global shipping disruptions that contributed to higher shipping costs and reduced availability of shipping containers. Cortland grew in Q3 24 by 12%, grew revenue from last year to 43.1 million. The growth was driven by strong sales in North America, particularly among its its customers in the oil and gas industry, and netting solutions in the aquaculture industry. Gortland's sales were offset, however, by softer conditions in India due to logistic issues in the Red Sea affecting customer deliveries and by adverse conditions created by this year's monsoon season that hurt domestic sales, primarily in the fishing industry. Cortland's adjusted EBITDA declined in Q3 24 by 300,000 relative to the same period last year, primarily due to 1 million of advisory fees incurred in the current quarter for a business transformation initiative aimed at accelerating Cortland's growth. Excluding these project costs, adjusted EBITDA would have been 6.4 million or 700,000 higher. This business transformation initiative initiative led to the development roadmap to build market share, strengthen its sales force, and improve its operational performance. The benefits of this new strategic roadmap are expected over the coming quarters. Turning to the performance of our non-core assets on slide 14, there were several important developments in Q3 worth noting. At ClearMedia, China's largest operator of bus shelter advertising panels. Q3 saw continued soft demand for its advertising displays due to the slow recovery of the Chinese economy. Clear media sales are expected to improve in the coming quarters based on the long-term outlook for the China economy. At Capital A, we effectively monetized all our investment in the company, crystallizing almost 26 million from the sale of shares and warrants this year. As of September 30th, we no longer hold any common shares in capital A and hold less than 7 million warrants. Cognitive continues to face financing challenges as it builds software as a service model. As such, we filed a notice of default and demand payment for the 7.9 million promissory notes plus accrued interest due to AMIA. As a result of these developments, we recorded a $2.2 million provision for an expected credit loss in Q3-24. With the formation of this Strategic Review Committee, crystallizing the value of our non-core holdings remains a priority. We expect to provide updates on this front in the coming periods. Turning to our liquidity, we ended Q3 with $120.6 million in consolidated cash. This marked an increase of $7.8 million in our liquidity from our cash position at the end of Q2-24. The major impacts of our liquidity are presented in the waterfall slide on slide 15. Chief among the inflows included $22.6 million of proceeds from a new financing arrangement secured by Bizetto at an attractive cost of financing. Our liquidity also benefited from $1.3 million in cash flow from operating activities. despite being impacted by $6.4 million of costs related to shareholder activism and payments related to departures of former executives. Among the major outflows included $3.9 million of preferred shares dividends, $5 million towards the buyback of AMEA common shares from our NCIB program, and $3.3 million towards property, plant, and equipment investments. Looking ahead, we anticipate our cash position to decline through the balance of 24, largely because Vizzetto plans to make loan repayments in the amount of $36 million, including interest, in Q4. As a result, managing costs and preserving liquidity will be key priorities for us. In Q1, we provided guidance as a result of our improved performance as we got increased visibility on our future results. As a reminder, we forecasted adjusted EBITDA, for fiscal year 24 for Bozzetto and Cortland to be in the range of 80 to 85 million on a combined basis, albeit at the lower end of the range. Whole core costs, we expected excluding activism related expenditures to approximately $13 million. Based on the performance to date, we are on track to meet our guidance targets for the year. Our tracking against our forecast is indicative of the progress we have made in our operational performance since the start of the year. On slide 17, we received positive feedback from investors in providing valuation metrics that we shared last quarter and we thought it would be helpful to update them here on this slide for Q3. Further details on these financial metrics are available in our disclosure materials on CEDAR Plus and on our website. This information is presented here on a simplified manner to help investors with their modeling. To recap, AMIA made progress on a number of fronts in Q3, effectively sustaining the momentum we established at the start of the year. With a settlement agreement with our largest investor now in hand, we expect to build on this momentum by earmarking all our efforts on the growing performance of our core holdings and accelerating the efforts of our strategic review committee. We look forward to providing updates on the progress of our strategic review process, particularly on all as we achieve key milestones. I would like to also take the opportunity to thank all our employees both at the corporate level at AMIA as well as Bizetto and Cortland for delivering a strong quarter. That concludes my remarks. Thank you for taking the time to listen to our update and we will now take questions from research analysts on the call.

Thank you. And ladies and gentlemen, we will now begin the question and answer session. To ask a question, you may press the star followed by the number one on your telephone keypad. To withdraw your question, please press the star followed by the number two.

One moment, please, for your first question. And your first question comes from the line of Andrew Lopez with TD Cohen. Please go ahead.

Hey, good morning, Tom and Steve. Congratulations on the solid results. I just want to start with – yes, sorry. I just want to start with Cortland here. Where are you in terms of hitting an inflection point with this business? Because I'm noticing you're maintaining your full-year outlook, so it would imply some improvement on the EBITDA margin front. So what is driving that improvement, and if you could just provide a little bit more color on those strategic initiatives to provide growth in Q4? Sure.

Yeah, Andrew, I'll start and I'll leave it to Tom. You could add in. I mean, with Cortland, you know, we kind of got out of the gate in 23, a little bit behind where we wanted to be. And, you know, that was mainly due to some challenges of acquiring two businesses and integrating. And also, you know, putting in a management team. We've, you know, since the end of last year, we have a management team. We invested some advisory support to help the management team build the roadmap. And we're starting to see the benefits of those initiatives coming through in the quarter, this recent quarter. But we believe there's still more to do with the management team and with the business. And we're looking for further opportunities for growth. Where they would be, it would be mainly, I think, what we said in the past on two main elements. One is on the high-performance synthetic rope and the other in the aquaculture industry. In both of those, we have plans that we're working on both on the sales front and on the operations side. I'll give you an example on the operations side. I think we mentioned when we acquired the Indian business, Tough Ropes, that we had a lot of capacity. And the facilities, I think we've said in the past, were Western standard. And what the team's been doing there is working on formulating and rolling out the high performance ropes out of India. And that started in the third quarter. And we expect that to further take off going into the fourth quarter and next year. And on the aquaculture, industry you saw in my prepared remarks. We also had some positive signs in the quarter. We're making headway with that business. So those are things, you know, we've seen initial improvements, but we expect to see much more going into 25.

Yeah, I'll just add to that. Part of why we did this sprint with the investors, in my experience of doing a lot of mergers, I often found once you bring a company together and you get everybody under one roof, it kind of helps to move beyond the initial rationales and really focus in on what are our priorities. And I think this has helped what is a relatively new team together move from not just integration, but as Steve said, where are we going to focus our energies going into 2025? to accelerate growth, if you will.

Okay. Yeah, that's helpful. And then just so turning on to your agreement with your major shareholder, and congratulations on reaching that settlement. It sounds as though you're aligned, but do you foresee any strategic changes with the change in the board members, or is that too early to decipher at this point?

Well, in terms of – I'll say a couple things. You know, when – My first discussion with Mithak really came last January, and obviously I'm not going to rehash history. Our largest shareholder in AMIA were in very different places in terms of their views of going forward. As I said in my comments, as we made a lot of changes as AMIA this year, not the least of which is our strategic focus and the review to unlock shareholder value, We became, frankly, more aligned where I think MTHEC has been in this process. So the good news is by having, you know, Asif and Reese on the board, you know, we're all together at the table as we continue through the strategic review and in making the decisions on the best way to unlock values. So I think it really now also obviously takes away the need to focus on disagreements and more on the shared vision that we have and work together, if you will, on the future.

Great. And that's a pretty good segue for my next question here. It's just on the clear media in terms of unlocking value there with the Chinese economic environment kind of continuing to underperform. Do you see this delay in the process of a potential monetization event of your 10% equity interest there? And does it make sense that your target audience is limited to your other current equity holders?

I would say this. We're not going to wait forever for China to turn around, and I'm not going to pronosticate on how quickly consumer spending will come back there. Our hope is as we work through all the components of our strategy that we'll see improvement in Clear Media's operating results, which will enhance our value. But, you know, we have to look at that in the context of our other decisions. And, frankly, you know, there's not so much we can do there. It's an investment. You know, our focus is obviously on Bizet and Cortland where, you know, those are our core drivers of value.

Okay. No, that's understood. And I guess just one more from me just on the – proceeds on the financing within Bizetto. What are the potential uses there? Is that more operational or?

On the financing, they took advantage of financing that was available in Italy. It's quasi-government backed and it provided a low cost of financing, near almost 300 basis points lower. than the senior facility. So it was, you know, just an example of this management team strength of looking for opportunities to improve costs. And we're looking for, as I mentioned in my prepared remarks, some principal repayments.

Thank you. And your next question comes from the line of Surinder Thind with Jeffrey. Please go ahead.

Thank you.

Just revisiting the mythic agreement here, when we look forward, has there been any kind of change in the strategy, the timing? I guess what was the kind of getting to an agreement?

Sure. Good question. I would say this. I joined the board a year ago, and I would argue that AMIA's strategy was at that time is very different than it is today. And arguably, I'm sure that's what not only Mithak but other shareholders as we moved into 2024 thought, you know, is that the right strategy? We've come a long way from there. It really in many ways through the discussions in the spring and going into this summer, you know, as we articulate a new strategy quite frankly at the AGM, to do the strategic review, to unlock shareholder value for all shareholders, that's essentially what brought us more in line. And I think now that we're together and we have our largest shareholder represented at the table, we're all motivated to work to unlock that value and do it in an expedient manner.

That's helpful.

And then when you think about executing against that strategy, you know, shifting from more towards an operating company, are there any considerations here that maybe make one business more attractive than the other when I think about Rosetto versus Cortland in the sense that, you know, do you have a preference for a higher growth business that maybe needs a bit more cleanup? and it's a longer return horizon versus maybe a lower growth business that's just producing better immediate cash flows. Just any considerations there, or is it just simply a matter of valuation of whichever one you can get better value for in the near term is the one that sets the strategy?

Right. No, it's a very good question. You know, where we stand now, we're looking at all those angles, and as we said – including what's the right structure here in terms of a holding company over top of two operating companies, four operating companies at the end of the day. I think the decisions will really be made, obviously, on one, what's the optimal structure that unlocks that value for shareholders going forward? And then two, you will obviously look at, as we said, the potential for one or both of them to realize values on those sooner than later. So I don't think that we can say here today it's going to be X or Y, but we are very focused on moving forward very quickly in 25 and not waiting years down the road for something.

That's helpful. And then the final question here. How quickly or aggressive can you execute against your NCID? Or your willingness to?

But maybe I'll take that.

Yeah, I surrender. Yeah, we I mean, you've seen, I think we've got about a third of our NCID covered 2.4 out of seven. We were in a in a dark quiet period, so we had an automated program going for a number of days. We'll be coming out of that. We'll look at opportunities if they arise on accelerating. Right now, we've basically been hitting our daily volume, which is 11,800, pretty much every day. Some days where volume was a little softer, we may not have hit. Overall, we've averaged And, yeah, you know, we're still in the market, and we'll continue to take advantage of the low price of the stock.

Thanks, Steve.

That's it for me, Tom, Steve. Thanks, surrender. Thank you, everyone, for joining.

Thank you, everyone, for joining us. We appreciate the time. And as mentioned at the start, we will be available for any follow-up questions. Please reach out to us, and we'll provide updates as we go forward on our strategic review process, and as well, we'll report our Q4 results next year. Have a good day, everyone.

Thank you, presenters. And ladies and gentlemen, this concludes today's conference call. Thank you all for participating. Yamina, disconnect.