Aimia Inc

TSX:AIM

Earnings Call Transcript

[Operator]

Good morning, ladies and gentlemen, and welcome to Aimia, Inc. Fourth Quarter 2024 Results Conference Call. [Operator Instructions]. This call is being recorded on Friday, March 28, 2025. I would now like to turn the conference over to Joe Racanelli, please go ahead.

[Joseph Racanelli, executive]

Thank you, operator, and good morning, everyone. Last night, we announced the transition to our Board that reflects the company's commitment to succession planning and cost reduction. Joining me on today's call are our outgoing Chairman -- Executive Chairman Tom Finke; our incoming Executive Chairman, Rhys Summerton; and Aimia's President and CFO, Steven Leonard.

Before we begin, I will point out a couple of items. We issued our financial results for the fourth quarter results earlier this morning. All of our materials, including the news release, MD&A and financial statements are available from our website and SEDAR+. We will be using a presentation and for those listening to our discussion by phone, a copy is available from the IR section of our website. Some of the statements that we will be making today constitute forward-looking information about our future results and they may differ materially from what we discuss. Please refer to the risks and uncertainties that affect our future performance referenced in our presentation and MD&A.

In addition, we will be making a note of GAAP and non-GAAP financial measures. Reconciliation is provided in the appendix of our presentation. Following today, we will have a question-and-answer session at the end of today's discussion, but if you have any follow-up questions, please reach out to me and we're happy to set up the time to discuss them.

With that, I'd like now to turn over the call to Tom. Please go ahead, Tom.

[Thomas Finke, executive]

Thank you, Joe. Good morning, everyone, and thank you for joining us today. Last night, Aimia announced the Board transition that includes the news of my resignation as Executive Chair. Before Steve reviews Aimia's Q4 results, I wanted to take this opportunity to provide some background for my decision and why I think the transition represents a positive development for investors.

A little over a year ago, I was asked to become Aimia's Executive Chair. I stepped into the role during a period of significant transformation and uncertainty. It became clear to me from the outset that a renewed focus on enhancing shareholder value was needed at Aimia. Along with my fellow directors and the management team, we focused our efforts in 2024 on improving the operational performance of our core holdings, monetizing value of our minority investments portfolio and reducing holding company costs. We also had a desire, myself in particular, to rebuild the relationship with Aimia's largest shareholder, Mithaq.

I am pleased to say that we made progress on all of these objectives last year. I'm also pleased that we were able to do it in a relatively short period of time setting us up for success going forward. While I enjoyed the challenges of this role and working with the Aimia team and Board, it was never my intention to be the Executive Chair for an extended period of time. With this in mind and given that much work lies ahead to enhance value for shareholders, I decided that now the time is right for me to step down and I'll allow Rhys to lead Aimia forward.

In the time, Rhys and I've known each other, I've been impressed by his vision for enhancing shareholder value, his disciplined approach to cost cutting, his investment acumen and his ability to bring people together and work towards its common goal.

As this is my last earnings call, I want to thank Aimia's shareholders for the support and encouragement you have provided me over the past year. Some of our conversations weren't always easy, but I think you would agree that I have strived to be accessible, open and responsive. I know that Rhys is as committed to listening and responding to you as well. I hope that you extend him the support you've shown me.

And with that, let me turn it over to Rhys.

[Rhys Summerton, executive]

Good morning, everybody. Good afternoon, wherever you are. Thank you very much, Tom, for your kind words and for your hard work in helping Aimia to generate the momentum that we plan on extending into 2025 and beyond.

I believe strongly that it's been one of Aimia's absolute great outcomes that you've been involved over the last year. I think that's been a testament to your character as well. And I'd like to go on record to say that I don't think Aimia would be where it is now if you weren't in the role that you have been. So I really do view it as a privilege to have -- to having to work with you over the last 12 months.

For shareholders and investors in Aimia, by way of some background for those who aren't that familiar with me. I'm the founder and investor at Milkwood Capital. We are a long-term value-oriented global investment company, and we actually based in Windsor in the United Kingdom. And that's why in my opening point, I said good morning and good afternoon because we have investors in different parts of the world and some of that is in the afternoon now.

But just to tell you a little bit more about myself as an investor, I first became an Aimia's shareholder really because Aimia ticked all the boxes for us. It looked like an undervalued company. And more than that, it had the potential to deliver attractive returns for investors over the long term. The path has been not without its issues along the last 2 years. But I believe that, that opportunity to generate these returns is still possible, and we want to build on the progress that Tom and the rest of the Board has carried out. We want to apply discipline to all capital allocation decisions. And we will work along with other investors to really try and enhance shareholder value.

The Board transition was announced just last night. And it builds on many of the things that we've been focused on over the last year. It reflects our commitment to reducing holding company costs. That's an absolute must. As a case in point, the Board changes we announced will result in approximately $1.3 million in savings per year of which $350,000 will be cash savings at the Holdco level. And that was really done in one Board meeting. The Board transition was also driven by our goal of accelerating the pace at which we make strategic decisions, particularly as they relate to enhancing shareholder value. I'll expand on this in my closing remarks.

But now I think I'll turn the call over to Steve for his review of the financial results.

[Steven Leonard, executive]

Thank you, Rhys. Good morning, everyone. We ended 2024 with considerable momentum. Our core holdings delivered strong financial results in Q4, enabling us to achieve our guidance for the year. On a combined basis, Bozzetto and Cortland generated $20.1 million of adjusted EBITDA in the fourth quarter despite ongoing geopolitical and macroeconomic headwinds.

Our performance in Q4 was also marked by steps we took to unlock shareholder value. These included signing of a cooperation agreement with our largest shareholder and the launch of a preferred share substantial issuer bid aimed at recapitalizing the company while increasing our net asset value. We expect to build on this momentum in 2025. We set financial targets for the year that we'll see growth to adjusted EBITDA at our core holdings and a decrease to cost at Holdco. With the completion of the SIB behind us, we will focus our efforts on the second phase of our strategic review process.

Turning to our consolidated financial results. As you can see on Slide 7, Q4 was marked by significant improvement to a number of our key financial metrics when comparing results on a year-over-year basis. Of note, consolidated revenue grew by 27% to $127.2 million. Gross profit was up 31% to $31.1 million. Adjusted EBITDA increased to $17.3 million, up from a loss of $1.1 million. This improvement was largely driven by strong performance by each of the core -- each of our core holdings and the reduction in SG&A expenses at the Holdco.

Net loss for the period improved by $17.8 million to $42.1 million, reflecting the strong performance of our core holdings and lower investor activity costs. I should point out that our net loss in Q4 was impacted by approximately $55 million of noncash write-downs related to a $28.7 million impairment charge at Cortland, a $16 million reduction in the value of Clear Media and a $9.9 million credit provision against the long-term receivable related to the Clear Media business. What's important to take away from our consolidated results for Q4 is that our strategy to improve operational performance at the core holdings and reduce Holdco cost is working.

Looking at the performance of our subsidiaries more closely, starting with Bozzetto on Slide 8. The results of our Specialty Chemical business were again solid in Q4 when compared to its performance in the preceding quarters. In Q4 '24, Bozzetto generated revenue of $85.8 million, up 22% from the same period last year. The year-over-year growth was largely driven by contributions from StarChem, which were not reflected in last year's Q4, which was acquired in January '24. And by improved pricing and product mix across each of the segments. This growth was achieved against the backdrop of geopolitical challenges and increased local competition in certain markets.

In Q4 '24, Bozzetto generated adjusted EBITDA of $13.4 million, which represents a margin of 15.6%. In the same period last year, Bozzetto generated adjusted EBITDA of $10.4 million and an adjusted EBITDA margin of 14.8%. The year-over-year improvement reflects the contributions from StarChem and the higher gross profit. These improvements were partially offset by higher SG&A costs in Q4 '24.

Slide 9 presents a breakdown of Bozzetto's performance by segment. Consistent with previous quarters, Bozzetto's Textile Solutions Group was the largest contributor to sales, while its Dispersion Solutions Group led in volumes. The results of Cortland International for Q4 are presented on Slide 10. Cortland revenue grew in Q4 '24 by 39% from last year to $41.4 million. The growth was driven by increased market demand, partly -- particularly among customers with fishing and aquaculture and marine and shipping within the marine and shipping industries.

Additional factors driving growth included improved product mix and the positive impact of foreign currency fluctuations relative to the Canadian dollar. Cortland's adjusted EBITDA grew by 168% to $6.7 million while adjusted EBITDA margin nearly doubled to 16.2% in Q4 '24. The improvements were largely driven by higher gross profit and the positive impact of business transformation and operational improvement initiatives completed in prior periods aimed at building Cortland's market share, strengthening its sales force and launching new products. Cortland sales by market and vertical segments were largely consistent in Q4 compared to the previous periods.

As you can see by Slide 11, sales were almost evenly split among markets in Asia, Europe and the Americas. Within each region, Cortland sells to a number of industry verticals, including fishing and aquaculture, marine and shipping and oil and gas.

Turning to our liquidity. We ended Q4 '24 with $95.4 million in consolidated cash. This marked a decrease of $25.2 million in our liquidity from our cash position at the end of Q3 '24 much of which was anticipated with $30 million of debt paydowns in Q4 at Bozzetto. The other major impacts to our liquidity are presented in the cash waterfall on Slide 12.

The cash inflows for Q4 included $20.2 million of cash from operating activities that also included a $2.1 million payment related to our cooperation agreement with our largest investor. The other major outflows included $7.2 million of interest payments, $3.8 million of preferred dividend payments, $5.4 million of capital expenditures and $2.4 million towards the buybacks of Aimia's common shares from our NCIB program.

Looking ahead, we anticipate cash requirements for 2025 at the Holdco to include $13.4 million in interest payments related to the 2030 notes we issued on the preferred share SIB and $2.9 million preferred share dividend payments related to the remaining outstanding preferred shares as well as our Holdco operating costs. As a result, managing costs and preserving liquidity will be key priorities for us in 2025.

An important milestone for Aimia in 2024 was achieving guidance for the year. As presented on Slide 13, we met our goals for adjusted EBITDA and reached our Holdco cost targets. Our performance against guidance is indicative of the progress we made of our -- at our core holdings and the success of our cost-cutting initiatives. Based on the momentum generated in 2024 and our visibility for 2025, our forecast for the year are presented on Slide 15.

We expect adjusted EBITDA for Bozzetto and Cortland to be in the range of $80 -- $88 million to $95 million on a combined basis. And Holdco cost to be below $11 million with additional cost saving opportunities to be identified prior to our next quarterly call. If you look at adjusted EBITDA more closely, the midpoint of our guidance for 2025 effectively represents an improvement of 13.8% for the 2 core businesses over our results for 2024. We will track our performance with our quarterly results going forward. We continue to receive positive feedback from our investors on valuation metrics, which we shared previously and thought it would be held to update them again for our results as of December 31.

As a reminder, the metrics presented on Slide 15 are taken from our financial disclosure materials available on SEDAR+ and our website. This information is presented here in a simpler manner to help investors with their modeling.

Before we open the call to questions, I'd like to review some recent strategic developments and update the measures that we've taken to unlock shareholder value. We continue to make progress against our normal course issuer bid in Q4. 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 common shares.

As you can see from Slide 18, we have purchased more than 3 million shares or just over 40% of our available shares to date. These purchases represent an outlay of approximately 7 million at an average price of $2.60. Since the end of 2024, we have purchased an additional 635,000 shares for $1.6 million. In Q4, we launched a substantial issuer bid aimed at simplifying our capital structure and reducing the number of preferred shares. The SIB, which entailed the tendering of preferred shares in consideration of senior unsecured notes that mature in 2030 marked the first initiative introduced as a result of our strategic review process launched in August. The SIB, which was completed in February of '25 effectively recapitalized the company and delivered a number of economic benefits.

As a result of the SIB, Aimia will generate approximately $5 million in annual cash savings when compared to annual dividends in part 6.1 tax to the annual cash coupon interest payments and generated a $54 million gain on the transaction or approximately $0.56 per common share.

The economic benefits of the SIB are presented on Slide 19, on the left column side, you'll see the gain is recorded under IFRS. Under this accounting method, we recorded a net gain of $53.8 million once you factor the conversion value of the shares and the transaction fees. On the right column, we present the impact from an economic perspective to our net asset value. Here again, the net gain is $50.8 million. The variance between the 2 methods is how the transaction fees and conversion value are determined. Our balance sheet will show the gains using the IFRS calculation in our Q1 financial statements to be reported in May.

Thank you. This concludes my prepared remarks, and I will now turn the call back to Rhys to make closing remarks. Rhys?

[Rhys Summerton, executive]

Yes. Thanks, Steve. As you heard, we made progress on a number of fronts in the fourth quarter. We ended the year with a healthy balance sheet, delivered strong financial results, achieved guidance for the year and made progress on a number of efforts to unlock shareholder value.

We expect to sustain this momentum in '25. With the changes announced at the Board that further reduce holding company costs, as I outlined at the outset. This paves the way for faster decision-making with respect to getting Aimia to the point of executing on its strategic direction. I believe we are well positioned to build on the success to date.

I look forward to providing updates on our progress in the months and quarters ahead with the emphasis on coming back to all shareholders in the short term. Thank you for taking the time to listen to our update, and we will now take questions from research analysts on the call.

[Joseph Racanelli, executive]

Please go ahead operator with instructions.

[Operator]

[Operator Instructions] Our first question comes from the line of Brian Morrison with TD Cowen.

[Brian Morrison, analyst]

Tom, it has been a pleasure working with you and look forward to meeting, Rhys. Most of my questions are probably for Steve. Steve, I want to start out with Bozzetto, maybe you can just remind me what explains the sequential decline in performance during the year? Is that seasonality? And secondly, when I look at 2025, what are the key growth drivers for that business? Because I would imagine that textiles could see a little bit of softening. Will that be dispersion?

[Steven Leonard, executive]

Brian, thank you for the questions. Yes, so on the -- I wouldn't look at Bozzetto sequentially. Q4 relative to Q3 has some seasonal impacts. In Italy and Spain, they do some maintenance at the plant during the holiday season. So there's less production going on in Q4 relative to prior quarters. I would look at it quarter-over-quarter. I think the challenges last year, we didn't have StarChem in.

In the MD&A, there's a table, if you take a look at it, there's a quarter-over-quarter results compared to last year's Q4 excluding StarChem. And you'll see good growth year-over-year, and we're happy with the performance.

Looking at '25, you're right, there's going to be likely some pressure on the textile side of things. Management has been looking at diversifying the business and growing the other segments in their portfolio, dispersion and water solutions.

On the dispersion side, they're looking at opportunities relative to changing the mix of liquid versus powder and powder providing higher margins. So they're looking at doing some changes on the dispersion side, which we expect will come through and help us on the performance of Bozzetto. So overall, we're happy. I think you just need to look at the year-over-year performance and less about the sequential results.

[Brian Morrison, analyst]

And then through the guidance that you provided for next year, that $88 million to $95 million range for the 2 businesses. Can you maybe just break down the midpoint for each? Are we looking at potentially $65 million for Bozzetto and $25 million for Cortland?

[Steven Leonard, executive]

Yes, I didn't want to -- we've done this on purpose, not to give precise guidance on each business. I think that -- it may be in that range. I don't have the precise breakdown of how we did it in front of me. We expect growth in both businesses. And obviously, I think we've indicated on the Cortland side, that we started making progress on the business. You saw the Q4 results were very positive, but that was off a weak quarter last year. So we're expecting likely more growth on the Cortland business relative to the Bozzetto business, is what I can say, but I don't have the precise breakdown in front of me. And I didn't want to give that level of detail just to give us a little bit of maneuverability to hit the numbers, okay?

[Brian Morrison, analyst]

Okay. Is there any tariff exposure to Cortland selling into the U.S.? And maybe just why the write-down when it seems like you're achieving your financial targets. I know that Cortland didn't hit its initial targets, but maybe just the explanation for that, please?

[Steven Leonard, executive]

Yes. First, on the exposure, we're still evaluating it because we have a number of methods that we're hitting the markets, depending on products coming from India, we ran some of those sales through Canada. We also had products going from India directly to the U.S. Right now, our exposure is not significant relative to Canada to U.S. And again, on the India through U.S., we don't have -- I mean it's one of our growth objectives to have much more product going into the U.S.

But right now, the exposure level is not significant. And on the write-down, really it comes down to -- it was more out of the gate, honestly. We probably paid a little bit more than we should have when we first acquired Tufropes in all honesty, off of the expectation that business would achieve a certain amount of results. And we're starting to see that business come back to where we see that business eventually getting to.

But at this point, we ended up taking the impairment. When you look at the impairment charge relative to what we paid for the 2 businesses, it represents around 10% of our acquisition of the 2 businesses. So I just -- I wanted to point that out.

[Brian Morrison, analyst]

Okay. Two quick ones. Where do we stand with the tax receivable outstanding, the $30 million plus?

[Steven Leonard, executive]

Yes. We've been engaged with the CRA over -- because it went quiet during the COVID period. I would say over the last I think it was November of '23. So it's still -- it must seem like a long time, but we've had back and forth relative to this notice of objection. And I'm hopeful that we'll have an outcome to investors in Q2 to announce.

[Brian Morrison, analyst]

Great. Last question. This could be for you, Steve, or potentially for Rhys as well. In the press release, it said something to the extent that with the SIB complete, you're now focused upon shareholder-enhanced initiatives. Can you just expand upon that comment, please, whether we could potentially see a monetization event of one of your significant holdings this year?

[Steven Leonard, executive]

I'll hand that over to Rhys.

[Rhys Summerton, executive]

Thanks, Steve. Thanks, Brian, for the question. When we think about the priorities of Aimia right now and certainly what I'm going to be focused on. I kind of think of it in the following way and maybe this answer will answer your question. But the first thing in our priority will be to cut costs at the Holdco level. So that's something that's within our power to do and something that I'll be working on very closely with Steve.

The second thing, and we can do this simultaneously, is to work on a strategy to close the discount. So as everybody knows, the market value from the share price of Aimia compared to the value of the underlying assets, there's a significant gap in that. And so what we have to do and certainly what I want to do is close that discount.

And so those are the 2 priorities. How we get there? We will continue to work on the good work that the SRC did under Jamie, so we'll continue with that. And we hope to come with something substantive to shareholders and show them how we've been able to close that discount, which I think all shareholders kind of want that, and that's what our 2 priorities will be.

Once we get to that level, then I think we could think about how to allocate the capital and utilize tax losses and all of that. But I think those 2 priorities need to be addressed in a very focused way in the short term, and that's what we're going to be focused on.

[Brian Morrison, analyst]

Would an accelerated NCIB be potentially one way to do that?

[Rhys Summerton, executive]

I don't think we can get into that right now. It's one of those things that we want to communicate with shareholders once we're in a position to announce anything. And if we think about the different mechanisms to close the discount, the second priority. That -- doing share buybacks is clearly if the share remains at such a discount to the underlying assets. It remains one the most attractive options. How we go about that, we will come back and report anything when the time is right for that.

[Joseph Racanelli, executive]

Rhys, I have a question that's come in overnight from a couple of shareholders. I wonder if you could address it. And the question is, with your appointment as Executive Chairman, does this mean that Mithaq has effectively taken control of the company?

[Rhys Summerton, executive]

Thanks, Joe. Yes, that's an interesting one. I can understand why some investors might jump to that conclusion. I'd be pretty clear though that just a bit of background about Milkwood. We invest globally. And most of our investing is kind of done in the U.K.. And occasionally we do share our deals with other fund managers and investors who think in the same way that we do. You end up seeing things through the same prism of value investing if you like.

And you've often drawn to the same or similar investments. And that's really how our relationship with Mithaq came about is kind of seeing value in the same pockets of the world. But to say that Mithaq is taking control is definitely not right. Milkwood and myself, the way I see it is, over time, my single biggest personal investment will be in Aimia. And we will execute on that. And I think it's a Milkwood investment that will be made as well, not anything to do with Mithaq.

But having said that, let me just say a little bit about Mithaq. And I would say that we are attracted to doing co-investment ideas with many different kind of investors around the world. But when it comes to Mithaq, they really do you have the highest sort of ethical principles. They are excellent investors in their own right. And it's likely that they will share many of our thoughts. But having said that, Mithaq is representative themselves on the Aimia board. And I'm sure that any investor could reach out to Mithaq directly and hear from them what their view is.

But as far as I'm concerned, this is an investment that I want to see come through and to focus on those 3 priorities: cutting costs, closing the discount and then focusing on capital allocation. And I guess the first thing, if we're really successful at doing the first 3, the big prize is on being able to utilize that tax loss one day. So those are the priorities, and that's going to be the plan going forward that we will execute on.

[Joseph Racanelli, executive]

Thank you, ladies and gentlemen, for joining us. That concludes our call for today. And as noted, if you do have any other questions, please reach out, we'd be happy to get on the phone with you or set up additional meetings. Goodbye.

[Operator]

Ladies and gentlemen, this concludes today's conference call. Thank you all for joining. You may now disconnect.