Aimia Inc.

Good morning, ladies and gentlemen, and welcome to AMIA Inc. First Quarter 2026 Results Conference Call. At this time, all participants are in 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 0 for the operator. This call is being recorded on Wednesday, May 13, 2026. I would now like to turn the conference over to Joe Racknelly. Please go ahead, sir.

Thank you, operator, and good morning, everyone. Joining me on today's call are AMI's Executive Chairman, Reece Somerton, as well as our President and CFO, Stephen Leonard. Before we begin, I'd like to point out that we issued our financial statements for the first quarter ordered this morning, and all other materials, including the news release, MD&A, and 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 future results may differ materially from what we discussed. Please refer to the risks and uncertainties that may affect our future performance referenced in our presentation as well as 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. And following today's presentation, please reach out to me if you have any outstanding questions or require any clarification on matters discussed today. With that, I'd like to turn the call over now to Rhys. Go ahead, please.

Yeah, good morning, everybody. Good afternoon. We had a particularly busy first quarter on multiple fronts, most notably We announced the divestiture of the specialty chemicals business, Bezitto. We invested $1.4 million in share buybacks. And most importantly, we worked hard on identifying several target companies that meet our investment criteria, which we can start getting active on. Subsequent to the quarter end, we received all the necessary regulatory approvals for the Bezitto transaction to be completed. paving the way for the deal to close in the next couple of weeks, certainly by the end of May. Combined with these efforts, we are now in a position to eradicate the whole code debt, in particular reference to the notes, and begin to make investments in undervalued companies. We expect to build on the progress in the second half of the year, given the number of initiatives that we've planned, such as making an offer for those notes that we referenced earlier, We're also optimistic about Cortland. We think there's a lot of improvement that Cortland will see in the second half of the year, subject to obviously the geopolitical situation in the Middle East calming down. But we've worked hard to realign the management team, and we're confident that the new leadership will take Cortland to the next level. I'll expand on our outlook and priorities later in the presentation. But first, I will ask Steve to review the financial results in more detail. Over to you, Steve.

Thank you, Rhys. Good morning and afternoon to everyone. Before I begin my review of the financial results for Q1, I want to point out that we are presenting Bizetto as discontinued operations given the pending sale of the business. As such, Bizetto's contributions are excluded from the financial highlights presented on slide 7 with the exception of cash flow from operations in that area. With that out of the way, our Q1 results reflect the impact of geopolitical and macroeconomic developments. Adjusted EBITDA in Q1-26 was relatively flat when compared to last year, largely due to a decrease in operating profit offset by a decline in SG&A expenses by $2 million. The decrease in SG&A expenses included the benefits of ongoing efforts to reduce holding company costs for items such as insurance, rent, professional services, as well as some currency gains at Cortland. Net earnings in Q126 improved by $3.4 million, benefiting from the reduced SG&A expenses, as noted, and earnings contributed from Bizetto. Cortland's results for the first quarter are presented on slide 8. In Q126, Cortland generated $32.7 million of revenue, down 19.7% from last year. On a constant currency basis, Cortland's revenue declined 16%, The year-over-year variance was due to a combination of factors, including lower sales volume, particularly in the marine and shipping sector, the timing of sales orders, and increased selling pressures caused by geopolitical developments in the Middle East. The decline was partially offset by increased sales in India within the fishing and aquaculture sector. Portland's adjusted EBITDA in Q126 was $4.5 million. down 16.7% from 5.4 million last year. Decline was due to lower sales volume and lower gross profit already discussed. The decline was partially offset by 1 million of lower SG&A expenses in Q1 26. The decrease in SG&A was largely attributable to lower selling expenses due to reduced sales volume and some currency gains on the translation of trade balances. In Q1, Cortland announced a senior leadership chain, naming Wolfgang Wandel, a business leader with more than 30 years of international business experience as CEO. Wolfgang will oversee Cortland's day-to-day operations with a focus on driving global sales and product innovation, deepening customer partnerships, and expanding Cortland's presence in key markets. Given the increased focus on growing sales and building customer relationships, we are optimistic that Cortland is primed for a turnaround in the second half of the year, pending easing of tensions in the Middle East. The end of the quarter with $100.3 million of cash on a consolidated basis, down from $109 million at the end of December 25. Our consolidated total at the quarter end includes Bezzetto's cash and cash equivalents of $57.7 million. even though its liquidity was considered as cash in the asset held for sale. Slide 9 shows a waterfall of cash movements in the quarter. Key drivers for the decrease in liquidity include 5.9 million in repayments of other borrowings, 2 million in principal repayments on Bizetto senior credit facilities, 2.2 million of CapEx, 1.4 million of common share buybacks, and 0.7 million of preferred share dividends. This outflow was partially offset by cash flow from operations of $3.8 million, which included a lump sum payment of $5.2 million to a former executive as part of a settlement agreement of a claim initiated in 2020. A key development in Q1 was the signing of a definitive agreement to de Vespasetto. While we have discussed some of the details previously, I think it would be helpful to review the salient aspects of the transaction and provide an update on the recent developments. When we announced the planned divestiture of Bizetto on February 9th, we noted the regulatory approvals were a necessary condition of the sale. We are delighted to announce that we received all regulatory approvals and are now on track to close the transaction before the end of May. As summarized on slide 12, the sale of Bizetto will generate approximately $267 million in net proceeds at close. With more than $500 million of capital tax carry-forwards at March 31, we do not anticipate paying any taxes on the gain from the transaction. As disclosed previously, we expect to use the net proceeds towards making investments in undervalued companies with the ultimate goal of acquiring controlling interest in these investments. Slide 13 illustrates the cash waterfall of the main transaction components. Although the ZETO transaction is denominated in euros, we have presented it in Canadian dollars, our reporting currency. I should point out that we've entered into a hedging strategy in February to mitigate the currency risk of exposure of the net proceeds. Subsequent to quarter end, we increased the notional value of our hedge instruments to 128 million euros. A large portion of the Canadian dollar proceeds from our hedging instruments will be used towards our planned offer to redeem our senior notes. Slide 14 presents our cash position on a pro forma basis, taking into account the impacts of the Pezzetto divestiture on our liquidity as of March 31st. The impacts of the Pezzetto divestiture include the deduction of cash held by Pezzetto, the use of $146.1 million towards the redemption of our senior notes, including unpaid and accrued interest, at March 31st. Since we anticipate that some holders will prefer to hang on to their notes until maturity, it's likely that our pro forma cash position could be higher. By way of illustration, our pro forma cash position could be $28.5 million higher if 20% of the note holders elect to pass on the redemption offer and continue to collect the 9.75% coupon. We will provide updates on the offer to all our senior notes in the coming weeks. That concludes my prepared comments. I'd like to turn the call back to Reece to review AMIA's near-term priorities and outlook. Reece?

Thanks, Steve. So looking ahead, we really mentioned this, but the data transaction will close at the latest the end of May. Once we've done the closing, we'll make the offer for the senior notes, which will be end of May, beginning of June, with a purchase offer. and that's the requirement of the indenture agreement, which is triggered by the visitor sale. The offer to holders will be made at par value of the notes plus any accrued interest. Also in June, we anticipate renewing our normal course issuer bid. Pending regulatory approval, we anticipate being committed to buy back approximately 5 million shares over the next 12 months through to June 2027. Just as significant, we will begin to deploy the net proceeds towards making investments in our target companies and continuing with our three-step strategy, part of which is narrowing the discount that AMIA trades relative to our view of intrinsic value. Later this summer, we also expect to become listed in the UK, subject to meeting the listing qualifications. and that'll most likely be on the AIM market. As you've heard, Q1, we've been busy. We've made progress towards getting AMIA ready to be a permanent capital vehicle, and that should ensure that we put shareholders at first and start to generate returns that shareholders really deserve to have, especially those that have been involved for a long time. Our focus is to keep the momentum going. In particular, We want to complete this Zeta transaction. We don't foresee any issues with that. Our focus on the longer term, though, is really back to the network value and growth in network value per share that will benefit all shareholders. I won't elaborate much more at this point, but I would remind you that we're hosting the AGM today, later this morning, and I'll be expanding on our investment ideas, the types of companies we'll be targeting, during the presentation. If you are unable to attend here in Toronto, I will recommend that you can join us on the webcast, and I think the link is on our website. Thank you for your time. We'll open for questions.

Thanks, John. Thank you. So before we open up the questions to callers, we have received a couple inbounds from some of our shareholders. First question relates to the deployment of capital. What percentage of the deployable capital will you be making investments in? How much percentage will be kept as dry powder?

Think of it like this. We've got three buckets of value, the way I see it in AMIA. The one is the cash that you'll have after settling the notes. We don't know what the outcome of that will be, but we've given some indication in the presentation of of the cash we'll have. We'll also have kind of the second bucket, which is Courtland. That is cash generative, and particularly in the second half of the year, we expect that to be able to upstream more cash to the whole curve. And then we have the tax classes that we always talk about. So when it comes to allocating the capital, we'll use all three. as a way to allocate capital efficiently. Now, those three things could include Cortland making acquisitions, and we'll talk a bit about that later in the AGM. But I kind of see Cortland as potentially a platform company where you can deploy further capital. We'll also have the cash balance, which we can utilize. And then the third part is the tax losses, which... We see different ideas on how to monetize those, and I think that has to be part of our overall view of how we allocate the capital.

A couple of questions related to Cortland. You've appointed a new CEO. What will be his primary mandate?

I wrote this in the chairman's letter. that Cortland, I use the word clumsy, Cortland had a clumsy management structure. I'm not saying the individuals were clumsy, I'm saying the actual structure was clumsy. We had an executive chairman, we had a CEO, we had a CFO, and they weren't under one roof. We wanted to bring them together, be based in the US, in one of our operations. I think Wolfgang knows the business well, knows the industry well, and also I think he's now got a clear runway to turn the business around. So his key target will be improving free cash flow generation for Cortland. And his second objective will be to grow the footprint of Cortland. Essentially what we want is manufacturing out of India and then a global distribution business. across the rest of the world. And, you know, Cortland has some really powerful benefits that the competitors don't have. We're very strong in the U.S. and continue to thrive in some of the Scandinavian countries. So I'm fairly optimistic with that. I think we can add to the business as well through some selective acquisitions.

Okay. Then one last question on Cortland. What working capital conditions are you seeing there, and how will that impact your free cash flow? coming from Portland over the next 24 months. Steve?

Yeah, I mean, there's a couple of drivers. One of them I think we mentioned in our prepared remarks, as well as in some of the write-up in the disclosure documents, that with the elevation in oil prices, one of the input in raw materials is polymers, and those are impacted by the price of oil. So that's seeing a lift in costs coming in. which also has a little bit of a drag on working capital. But we're also trying to manage working capital as efficiently as we can. You had a lift in the quarter, and we're working with the management team to ensure that we have the right levels of working capital going into the second half of the year. As we mentioned, we're looking for some improvements in the results, and obviously you have to have some of those raw materials and inventories ahead of

the delivery of sales orders. So that's what we're seeing. Okay. Operator, would you mind prompting again for questions, please, for those on the phone?

Yes, sir. Thank you. Thank you, sir. For those on the phone lines, if you wish to ask a question, please press star 1 on your telephone keypad and wait for your name to be announced. Once again, star and 1 if you wish to ask a question.

Go ahead with Rob.

Okay, sir. The first question comes from Rob Bide from Zeus Capital. Your line is now open. Please go ahead.

Oh, thanks, Joe. Good morning, all. Just continuing the discussion on Cortland, you mentioned in the outlook statement that you're anticipating improvement in second half trading. Could you perhaps provide a bit more color on the drivers? For example, is this a normalization of the revenue run rates? or perhaps tighter control of costs? And then secondly, you have touched on this issue, but are you able to actively manage your commodity price exposure for working cap and the cost lines? Thank you.

Yeah, there's a couple of drivers for the second half that we're seeing. One is in the domestic Indian market, typically their fishing season's quite strong going into the So we're expecting orders that are going to be delivered in the second quarter will drive some of those better results that we're expecting. And then we're also making good progress, which we'll likely talk about more in our upcoming quarters on aquaculture, particularly in delivering cages in markets, including in Latin America. which was a market that we invested in in 25, but we didn't really have any pull through. It took us some time to get traction in that market, and we're starting to see that come through. And then on the mitigation, we have looked at elements of putting in surcharges on some of the revenue orders and working with our customers. to mitigate the impact of the elevated pricing. That's also something that we're working through.

Thanks so much.

Thank you. Again, for those who want to ask a question over the phone, just press star 1 on your telephone keypad.

And then one question that's also come in with respect to the NCIB, you've completed about 60% of purchases so far for this year's program. Can we anticipate an acceleration before this program ends?

We'll continue to execute on the buyback. We've been a bit hamstrung this year because of being in a blackout period for much of it as we've been working on the Visetto transaction. Clearly, we will continue subject to any other transactions we might be involved in, and that might result in us being in a blackout again. But I think the intention is when we say we want to buy back 5 million shares next year and complete the NCIB, the intention is to complete it. But it's clearly subject to what the level of the share price is. So if the share price is offering significant discount compared to what we can buy in the market or other acquisition opportunities, then we will continue to buy back the shares.

Thank you. And no further questions that came through over the phone lines. I will now turn the call over back to Joe Racanelli. Please go ahead, sir.

Thank you, everyone, for joining us today. And as Reese noted, we do have our annual general meeting that will begin at 1030 Eastern Time. We will be making a more comprehensive presentation at that time, and I would encourage you to join us via webcast if you're not able to meet with us in person. So thank you. Have a good day, everyone.

Thank you. This concludes our conference call for today. Thank you all for participating in the NowDisconnect.