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06 November 2026 07:00:54
- Source: Sharecast
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AIMIA REPORTS THIRD QUARTER 2026 RESULTS
Toronto, November 6, 2026 - Aimia Inc. (TSX: AIM; JSE: AII; AIM: AII) (“Aimia” or the “Company”) today reported its unaudited financial results for the three and nine months ended September 30, 2026. All amounts are in Canadian currency unless otherwise noted.
SENIOR LEADERSHIP COMMENTARY
"Our efforts to enhance Aimia's intrinsic value delivered encouraging results in Q3," said Rhys Summerton, Aimia's Executive Chairman. "During the quarter, we deployed more than $15 million into new investments and generated a fair value gain of $1.9 million. We also benefitted from management changes implemented at Cortland as reflected by its improved financial performance, and we qualified for admission to the AIM Market of the London Stock Exchange. While Aimia's transformation is still in its early stages, the progress made in Q3 provides a solid foundation for sustainable long-term value creation for our shareholders."
"We experienced improvements to several key financial metrics in the third quarter, including revenue and gross profit, compared to last year," said Steven Leonard, Aimia's President and CFO. "Our financial results for Q3 2026 were negatively impacted, however, by a number of developments, including one-time SG&A expenses related to corporate strategic initiatives and an unrealized net fair value loss related to our investment in Clear Media. Our focus in the near term is to sustain Cortland's recent momentum, reduce HoldCo costs, and strategically deploy capital consistent with our strategy to enhance shareholder value."
AIMIA’S Q3 2026 HIGHLIGHTS
• Invested $15.5 million in public companies consistent with the Company's strategy to enhance shareholder value.
• Reported equity attributable to common shareholders per share[1] of $3.55, up from $3.28 per share in Q3 2025.
• Qualified for admission to the AIM Market of the London Stock Exchange and began trading under the ticker "AII" on October 1, 2026.
• Reported revenue from continuing operations of $45.6 million, up 21.3% from $37.6 million generated in Q3 2025. The growth was driven by pricing surcharges and improving sales volumes in some of Cortland's key customer segments.
• Generated Adjusted EBITDA from continuing operations of $3.2 million, down from $3.5 million reported in Q3 2025. The decline was primarily driven by one-time legal and professional services fees related to strategic initiatives and multi-listing activities.
• Reported a consolidated net loss of $14.3 million, down from net earnings of $3.0 million in Q3 2025, which included $6.2 million of earnings contributed by Bozzetto in the prior period. The year-over-year decline was also attributable to a $8.3 million unrealized fair value loss on the Company's investment in Clear Media and by net financial expenses, including $4.8 million of deferred financing costs associated with the redemption of the 9.75% Senior Unsecured Notes.
• Reported a consolidated loss per common share of $0.17 compared to earnings per share of $0.02 in Q3 2025.
• Repurchased 278,900 common shares for cancellation for a total consideration of $0.7 million.
CONSOLIDATED FINANCIAL HIGHLIGHTS
|
Aimia |
3-Months Ended September 30 |
9-Months Ended September 30 |
| ||||
|
(in $millions except for margin and per share data) |
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|
|
Continuing operations |
|
|
|
|
|
|
|
|
Revenue |
45.6 |
37.6 |
21.3% |
114.7 |
116.1 |
(1.2) % |
|
|
Gross Profit |
10.4 |
8.3 |
25.3% |
27.0 |
26.8 |
0.7% |
|
|
Gross Margin |
22.8% |
22.1% |
0.7 pp |
23.5% |
23.1% |
0.4 pp |
|
|
Selling, general and administrative expenses |
(11.3) |
(9.3) |
(21.5%) |
(31.1) |
(31.6) |
1.6 % |
|
|
Operating Income (loss) |
(0.9) |
(1.0) |
10.0% |
(4.1) |
(4.8) |
14.6 % |
|
|
Adjusted EBITDA[2] |
3.2 |
3.5 |
(8.6) % |
8.0 |
9.0 |
(11.1) % |
|
|
Consolidated (unless otherwise noted) |
|
|
|
|
|
|
|
|
Net earnings (loss) |
(14.3) |
3.0 |
NM |
22.8 |
(2.7) |
NM |
|
|
Earnings (loss) per share |
(0.17) |
0.02 |
NM |
0.21 |
0.50 |
(58.0) % |
|
|
Earnings (loss) per share - Continuing operations |
(0.17) |
(0.04) |
NM |
(0.20) |
0.33 |
(160.6) % |
|
|
Earnings (loss) per share - Discontinued operations |
— |
0.06 |
NM |
0.41 |
0.17 |
141.2% |
|
|
Headline earnings per share[3] |
(0.17) |
0.02 |
NM |
(0.03) |
0.47 |
(106.4%) |
|
This press release should be read in conjunction with Aimia’s consolidated financial statements and management's discussion and analysis (MD&A) for the three-month and nine-month periods ended September 30, 2026 set out below, which can also be accessed from SEDAR+ and www.aimia.com.
Balance Sheet and Liquidity
As at September 30, 2026, Aimia had $152.5 million in cash and cash equivalents, of which $7 million was held at Cortland International and $145.5 million was held in the Holdings segment. In addition, Aimia held $28.7 million in marketable securities. As at June 30, 2026, Aimia had $294.5 million of cash and cash equivalents and $12.1 million in marketable securities.
The decrease in Aimia’s cash position in Q3 2026 was driven primarily by the payment of an aggregate principal amount of $131.4 million related to the validly tendered 9.75% Senior Notes. Other factors that contributed to the decline in Aimia's cash position included $15.5 million invested in public companies, $1.6 million in cash flow used in operating activities, $1.6 million for investments in property, plant, and equipment, $0.7 million for the repurchase of common shares, and $0.7 million for preferred share dividends.
The decline was partially offset by a number of developments, including the receipt of $3.9 million in proceeds from the redemption of investment funds, $2.1 million in proceeds from Cortland's other borrowings, the receipt of $2 million in interest, $1.8 million in final closing adjustments related to the sale of Bozzetto, and $0.9 million in proceeds from the sale of investments in marketable securities.
Available Tax Losses
As at September 30, 2026, Aimia had $1,058.6 million of tax losses available for carry forward that may be used to reduce taxable income in future years. The total available for carry forward comprises $527.7 million of operating tax losses and $530.9 million of capital tax losses.
Dividends on Preferred Shares
Aimia paid $0.7 million in dividends for the third quarter ended September 30, 2026, on its three series of outstanding preferred shares.
Aimia’s Board of Directors declared quarterly dividends of $0.392563 per Series 1 preferred share, $0.485813 per Series 3 preferred share and $0.408896 per Series 4 preferred share, in each case payable on December 31, 2026, to shareholders of record on December 17, 2026. Dividends paid by Aimia to Canadian residents on its preferred shares are “eligible dividends” for the purpose of the Income Tax Act (Canada) and any similar applicable provincial legislation.
SEGMENT RESULTS
As a result of Aimia's divestiture of its specialty chemicals holding, the Company now comprises two segments: Cortland International and Holdings. Financial highlights for each segment for the three and nine months ended September 30, 2026, follow.
Cortland International
Aimia owns a 100% equity stake in Cortland International, a global leader in the manufacture of high-performance synthetic fibre ropes and netting solutions for maritime and other industrial customers.
|
Cortland International |
3-Months ended September 30 |
9-Months ended September 30 | ||||
|
(in millions of dollars except for margin data) |
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|
Revenue |
45.6 |
37.6 |
21.3 % |
114.7 |
116.1 |
(1.2) % |
|
Gross Profit |
10.4 |
8.3 |
25.3 % |
27.0 |
26.8 |
0.7 % |
|
Gross Margin |
22.8% |
22.1% |
0.7 pp |
23.5% |
23.1% |
0.4 pp |
|
Selling, general and administrative expenses |
(8.5) |
(6.7) |
(26.9%) |
(23.6) |
(23.1) |
(2.2) % |
|
Operating Income (loss) |
1.9 |
1.6 |
18.8 % |
3.4 |
3.7 |
(8.1) % |
|
Earnings (loss) before taxes |
(0.9) |
(1.6) |
43.8 % |
(5.4) |
(4.3) |
(25.6) % |
|
Adjusted EBITDA[4] |
5.7 |
5.5 |
3.6 % |
14.6 |
15.8 |
(7.6) % |
|
Adjusted EBITDA Margin |
12.5% |
14.6% |
(2.1) pp |
12.7% |
13.6% |
(0.9) pp |
• Cortland generated revenue of $45.6 million for Q3 2026, up 21.3% from $37.6 million generated in Q3 2025. The year-over-year increase was driven by a number of factors, including the pass-through of pricing surcharges implemented in response to rising raw material and freight costs caused by geopolitical developments in the Middle East. Other drivers included product mix and higher customer demand in the Aerospace and Defense and Industrial and Safety sectors in the US and the Fishing and Aquaculture sector. The revenue increase was partially offset by lower sales volumes in other sectors and the negative impact of the weakening Indian rupee relative to the US dollar.
• SG&A costs in Q3 2026 increased by $1.8 million primarily due to higher selling costs associated with freight and higher compensation expenses.
• Adjusted EBITDA for Q3 2026 was $5.7 million, representing a margin of 12.5%. These figures compare with $5.5 million and 14.6%, respectively, for Q3 2025.
Holdings Segment
The Holdings Segment includes Aimia's investments in Clear Media Limited as well as minority investments in public company securities and limited partnerships. The results of the Holdings Segment include corporate operating costs, including costs related to public company disclosure and board, executive leadership, legal, finance and administration fees.
|
Holdings |
3-months ended September 30 |
9-Months ended September 30 | ||||
|
(in millions of dollars) |
2026 |
2025 |
Change |
2026 |
2025 |
Change |
|
Selling, general and administrative expenses |
(2.8) |
(2.6) |
(7.7) % |
(7.5) |
(8.5) |
11.8 % |
|
Earnings (loss) before taxes |
(11.4) |
(0.9) |
NM |
(7.2) |
(13.9) |
48.2 % |
|
Adjusted EBITDA[5] |
(2.5) |
(2.0) |
(25.0) % |
(6.6) |
(6.8) |
2.9 % |
• SG&A expenses for the Holdings segment in Q3 2026 were $2.8 million, up from $2.6 million incurred in Q3 2025. The increase was due to higher one-time expenses related to corporate strategic initiatives and multi-listing activities, including preparation for admission to the AIM Market of the London Stock Exchange on October 1, 2026. The increase was partially offset by cost-savings on reduced professional services and advisory fees and insurance costs.
• Excluding investing activities, share-based compensation, and expenses related to becoming interlisted, Aimia expects annualized HoldCo costs in 2026 to be $7 million.
• Earnings before taxes in Q3 2026 decreased by $10.5 million compared to Q3 2025. The decline was due mostly to an unfavourable variance of $6.7 million in net fair value of investments, which included a $8.3 million unrealized fair value loss on the Company's investment in Clear Media, and an unfavourable variance of $4.1 million in net financial expenses which included the write-off of $4.8 million of deferred financing costs associated with the redemption of Senior Notes.
Quarterly Conference Call and Audio Webcast Information
Aimia will host a conference call to discuss its third-quarter 2026 financial results at 8:30 a.m. ET on November 6. The call will be webcast at https://app.webinar.net/ZMmekrwJYv5 . Interested parties can listen to the conference call by dialing 1 888 699 1199 or 1 416 945 7677 (internationally). A slide presentation intended for simultaneous viewing with the conference call and an archived audio webcast will be available for 90 days following the original broadcast at: https://www.aimia.com/investor-relations/events-presentations/.
About Aimia
Aimia Inc. (TSX: AIM; JSE: AII; AIM: AII) is a diversified conglomerate focused on enhancing the value of its holdings. Headquartered in Toronto, Aimia’s priorities include increasing its intrinsic value, reducing holding company costs, reducing the discount of its share price to the intrinsic value of its businesses, and redeploying capital to make investments in undervalued companies. For more information about Aimia, visit www.aimia.com.
For more information, please contact:
Joe Racanelli, Vice President, Investor Relations
647 970 2200
Zeus Capital Limited (Nominated Advisor and Broker)
Katy Mitchell/Harry Ansell/Andrew de Andrade + 44 20 3829 5000
Non-GAAP Financial Measures and Reconciliation to Comparable GAAP Measures
“GAAP” means Canadian Generally Accepted Accounting Principles (which are in accordance with the International Financial Reporting Standards).
Adjusted EBITDA
Adjusted EBITDA is not a measurement based on GAAP, is not considered an alternative to net earnings in measuring profitability, does not have a standardized meaning and is not directly comparable to similar measures used by other issuers. Adjusted EBITDA should not be used as an exclusive measure of cash flow because it does not account for the impact of working capital growth, capital expenditures, debt repayments and other sources and uses of cash, which are disclosed in the statements of cash flows. A reconciliation to operating income (loss) is provided.
Adjusted EBITDA is used by management to evaluate the performance of its Cortland International and Holdings segments, as well as the performance of the Bozzetto business until its sale on May 29, 2026. Management believes Adjusted EBITDA assists investors in comparing Aimia's performance on a consistent basis, excluding depreciation and amortization, impairment charges related to non-financial assets and share-based compensation, which are non-cash in nature and can vary significantly depending on accounting methods as well as non-operating factors such as historical cost. Aimia's management believes that the exclusion of expenses related to business acquisitions and/or disposals assists investors by excluding expenses that are not representative of the run-rate cost structure of its operations.
Adjusted EBITDA is operating income (loss) adjusted to exclude depreciation, amortization, impairment charges related to non-financial assets, cost of sales expense related to inventory fair value step-up resulting from purchase price allocation, share-based compensation, expenses related to Cortland International's long-term management incentive plan, gain/loss from the disposal of manufacturing property and land, termination benefits, as well as transaction costs related to business acquisitions and divestitures.
For a reconciliation of Adjusted EBITDA to operating income (loss), please refer to the tables below.
|
Cortland International |
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||
|
(in millions of Canadian dollars) |
2026 |
2025 |
2026 |
2025 | ||||
|
Reconciliation of Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
1.9 |
|
1.6 |
|
3.4 |
|
3.7 |
|
|
Depreciation and amortization |
2.8 |
|
2.8 |
|
8.5 |
|
8.9 |
|
|
Long-term management incentive plan |
0.7 |
|
1.1 |
|
2.0 |
|
3.2 |
|
|
Termination benefits |
0.3 |
|
— |
|
0.7 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
5.7 |
|
5.5 |
|
14.6 |
|
15.8 |
|
|
Adjusted EBITDA margin |
12.5 % |
|
14.6 % |
|
12.7 % |
|
13.6 % |
|
|
Holdings |
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||
|
(in millions of Canadian dollars) |
2026 |
2025 |
2026 |
2025 | ||||
|
Reconciliation of Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
(2.8) |
|
(2.6) |
|
(7.5) |
|
(8.5) |
|
|
Share-based compensation expense (reversal) |
0.3 |
|
0.6 |
|
0.9 |
|
1.7 |
|
|
Adjusted EBITDA |
(2.5) |
|
(2.0) |
|
(6.6) |
|
(6.8) |
|
Equity attributable to common shareholders per share
Equity attributable to common shareholders per share is total attributable to the equity holders of the Corporation, less the carrying amount of preferred shares, divided by the total common shares outstanding at the period end.
|
Aimia |
September 30, |
September 30, |
|
(in millions of Canadian dollars, except share and per share amounts) |
2026 |
2025 |
|
Reconciliation of Equity attributable to common shareholders |
|
|
|
Total attributable to the equity holders of the Corporation |
350.8 |
335.5 |
|
Less: Share capital - preferred shares |
(38.0) |
(38.0) |
|
Equity attributable to common shareholders |
312.8 |
297.5 |
|
|
|
|
|
Total number of common shares outstanding |
88,121,585 |
90,771,685 |
|
Equity attributable to common shareholders per share |
3.55 |
3.28 |
Headline earnings per common share
The Company’s shares are also listed on the JSE, which requires the Corporation to present headline and diluted headline earnings (loss) per share. Headline earnings (loss) per share is calculated by dividing headline earnings (loss) attributable to equity holders of the Company by the weighted average number of common shares issued and outstanding during the period. The following table summarizes the adjustments to earnings (loss) attributable to equity holders of the Corporation for the purpose of calculating headline earnings (loss) attributable to the equity holders of the Company, and the headline earnings (loss) and diluted headline earnings (loss) per share. Adjusted amounts represented under the "Gross" column are pre-tax, whereas adjusted amounts under the "Net" column are net of tax.
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||
|
|
2026 |
2025 |
2026 |
2025 | ||||
|
|
Gross |
Net |
Gross |
Net |
Gross |
Net |
Gross |
Net |
|
Earnings (loss) attributable to equity holders of the Corporation |
|
(14.3) |
|
2.2 |
|
20.9 |
|
(5.3) |
|
Deduct: Dividends declared on preferred shares related to the period |
|
(0.7) |
|
(0.7) |
|
(2.1) |
|
(2.1) |
|
Add: Excess of preferred shares' assigned value over consideration exchanged for repurchase |
|
— |
|
— |
|
— |
|
53.8 |
|
Earnings (loss) attributable to common shareholders |
|
(15.0) |
|
1.5 |
|
18.8 |
|
46.4 |
|
Headline earnings adjustments: |
|
|
|
|
|
|
|
|
|
(Gain) on disposal of business (including reclassification to net earnings of CTA) |
— |
— |
— |
— |
(21.7) |
(21.7) |
— |
— |
|
Reclassification to net earnings of cumulative translation adjustments |
— |
— |
— |
— |
— |
— |
(2.2) |
(2.2) |
|
Headline earnings (loss) attributable to common shareholders |
|
(15.0) |
|
1.5 |
|
(2.9) |
|
44.2 |
|
Weighted average number of common shares - Basic and diluted |
|
88,208,268 |
|
91,059,155 |
|
88,718,858 |
|
93,178,943 |
|
|
|
|
|
|
|
|
|
|
|
Headline earnings (loss) per common share |
|
$ (0.17) |
|
$ 0.02 |
|
$ (0.03) |
|
$ 0.47 |
|
Diluted headline earnings (loss) per common share |
|
$ (0.17) |
|
$ 0.02 |
|
$ (0.03) |
|
$ 0.47 |
|
|
|
|
|
|
|
|
|
|
Forward-Looking Statements
This press release contains statements that constitute “forward-looking information” within the meaning of Canadian securities laws (“forward-looking statements”), which are based upon Aimia’s current expectations, estimates, projections, assumptions and beliefs. All information that is not clearly historical in nature may constitute forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would” and “should”, and similar terms and phrases, including references to assumptions.
Forward-looking statements in this press release include, but are not limited to, statements regarding: Aimia’s capital allocation activities and its strategy of redeploying capital into investments in undervalued companies, including its expectation of acquiring controlling stakes in a number of target companies and its belief that this can be accelerated following its admission to the AIM Market of the London Stock Exchange; the anticipated turnaround and improving outlook at Cortland International, and Cortland’s performance in the second half of the current fiscal year; Aimia’s expectation of improved consolidated results over the coming periods; Aimia’s objective of reducing holding company costs, and its estimate that annualized Holdings segment costs will be approximately $7 million; and the availability and future use of Aimia’s tax losses to reduce taxable income in future years.
Forward-looking statements, by their nature, are based on assumptions and are subject to known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the forward-looking statement will not occur. The forward-looking statements in this press release speak only as of the date hereof and reflect several material factors, expectations and assumptions. Undue reliance should not be placed on any predictions or forward-looking statements as these may be affected by, among other things, changing external events and general uncertainties of the business. A discussion of the material risks applicable to the Company can be found in Aimia’s current Management’s Discussion and Analysis and Annual Information Form, each of which has been or will be filed on SEDAR+ and can be accessed at www.sedarplus.ca. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Aimia disclaims any intention and assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
Unaudited
|
|

|
|
MANAGEMENT'S REPORT
|
|
The accompanying consolidated financial statements of Aimia Inc. are the responsibility of management and have been approved by the Board of Directors. The consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles, which are International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). The consolidated financial statements include some amounts and assumptions based on management’s best estimates which have been derived with careful judgment.
In fulfilling its responsibilities, management of the Corporation has developed and maintains a system of internal accounting controls. These controls are designed to provide reasonable assurance that the financial records are reliable for the preparation of the financial statements. The Board of Directors reviews and approves the Corporation’s consolidated financial statements.
NOTICE OF NO AUDITOR REVIEW OF THE INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor. The Corporation’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of financial statements by an entity’s auditor.
November 5, 2026
(signed) "Rhys Summerton" (signed) "Steven Leonard"
|
|
|
|
RHYS SUMMERTON STEVEN LEONARD
Executive Chairman President & Chief Financial Officer

|
|
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, | ||
|
(in millions of Canadian dollars, except share and per share amounts) |
|
2026 |
2025 |
|
2026 |
2025 | |
|
|
|
|
(unaudited) |
(unaudited) |
|
(unaudited) |
(unaudited) |
|
|
|
|
|
Restated - |
|
|
Restated - |
|
|
|
|
|
|
|
|
|
|
Revenue from contracts with customers |
Note 10A |
|
$ 45.6 |
$ 37.6 |
|
$ 114.7 |
$ 116.1 |
|
Cost of sales |
|
|
(35.2) |
(29.3) |
|
(87.7) |
(89.3) |
|
Gross Profit |
|
|
10.4 |
8.3 |
|
27.0 |
26.8 |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
(11.3) |
(9.3) |
|
(31.1) |
(31.6) |
|
Operating income (loss) |
|
|
(0.9) |
(1.0) |
|
(4.1) |
(4.8) |
|
|
|
|
|
|
|
|
|
|
Net change in fair value of investments |
Note 5 |
|
(6.4) |
0.3 |
|
(4.5) |
(0.6) |
|
Interest, dividend and other investment income |
|
|
1.4 |
3.1 |
|
2.9 |
4.1 |
|
Financial income (expenses), net |
Note 10A |
|
(6.9) |
(3.2) |
|
(8.4) |
(15.6) |
|
Fair value gain (loss) on Aimia warrants |
|
|
0.5 |
(1.7) |
|
1.5 |
(1.3) |
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes |
|
|
(12.3) |
(2.5) |
|
(12.6) |
(18.2) |
|
|
|
|
|
|
|
|
|
|
Income tax recovery (expense) |
|
|
(2.0) |
(0.7) |
|
(2.8) |
(2.3) |
|
Net earnings (loss) from continuing operations |
|
|
$ (14.3) |
$ (3.2) |
|
$ (15.4) |
$ (20.5) |
|
Net earnings (loss) from discontinued operations |
Note 4 |
|
$ — |
$ 6.2 |
|
$ 38.2 |
$ 17.8 |
|
Net earnings (loss) |
|
|
$ (14.3) |
$ 3.0 |
|
$ 22.8 |
$ (2.7) |
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to: |
|
|
|
|
|
|
|
|
Equity holders of the Corporation |
|
|
(14.3) |
2.2 |
|
20.9 |
(5.3) |
|
Non-controlling interests |
|
|
— |
0.8 |
|
1.9 |
2.6 |
|
Net earnings (loss) |
|
|
(14.3) |
3.0 |
|
22.8 |
(2.7) |
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) attributable to equity holders of the Corporation: |
|
|
|
|
|
|
|
|
Continuing operations |
|
|
(14.3) |
(3.2) |
|
(15.4) |
(20.5) |
|
Discontinued operations |
Note 4 |
|
— |
5.4 |
|
36.3 |
15.2 |
|
|
|
|
(14.3) |
2.2 |
|
20.9 |
(5.3) |
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares - Basic and diluted |
Note 9 |
|
88,208,268 |
91,059,155 |
|
88,718,858 |
93,178,943 |
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share - Basic and diluted |
|
|
|
|
|
|
|
|
Continuing operations |
Note 9 |
|
$ (0.17) |
$ (0.04) |
|
$ (0.20) |
$ 0.33 |
|
Discontinued operations |
Note 9 |
|
$ — |
$ 0.06 |
|
$ 0.41 |
$ 0.17 |
|
|
Note 9 |
|
$ (0.17) |
$ 0.02 |
|
$ 0.21 |
$ 0.50 |
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, | ||
|
(in millions of Canadian dollars) |
|
2026 |
2025 |
|
2026 |
2025 |
|
|
|
(unaudited) |
(unaudited) |
|
(unaudited) |
(unaudited) |
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ (14.3) |
$ 3.0 |
|
$ 22.8 |
$ (2.7) |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
Items that may be reclassified subsequently to net earnings (loss) |
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
(2.2) |
0.6 |
|
(5.5) |
(1.0) |
|
Reclassification to net earnings of cumulative translation adjustments |
Note 4 |
— |
— |
|
(8.0) |
(2.2) |
|
Cash flow hedge gains (losses), net of reclassification adjustments and taxes |
|
— |
— |
|
— |
0.1 |
|
Items that will not be reclassified subsequently to net earnings (loss) |
|
|
|
|
|
|
|
Defined benefit plans actuarial gains (losses), net of tax |
|
— |
— |
|
— |
0.6 |
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
(2.2) |
0.6 |
|
(13.5) |
(2.5) |
|
Comprehensive income (loss) |
|
$ (16.5) |
$ 3.6 |
|
$ 9.3 |
$ (5.2) |
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to: |
|
|
|
|
|
|
|
Equity holders of the Corporation |
|
(16.5) |
2.2 |
|
7.2 |
(7.6) |
|
Non-controlling interests |
|
— |
1.4 |
|
2.1 |
2.4 |
|
Comprehensive income (loss) |
|
$ (16.5) |
$ 3.6 |
|
$ 9.3 |
$ (5.2) |
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to equity holders of the Corporation: |
|
|
|
|
|
|
|
Continuing operations |
|
(16.5) |
(7.6) |
|
(22.2) |
(33.3) |
|
Discontinued operations |
|
— |
9.8 |
|
29.4 |
25.7 |
|
|
|
$ (16.5) |
$ 2.2 |
|
$ 7.2 |
$ (7.6) |
|
|
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | |||||||
|
As at |
|
|
|
|
September 30, |
|
December 31, |
|
|
(in millions of Canadian dollars) |
|
|
|
|
2026 |
|
2025 |
|
|
|
|
|
|
|
(unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
Note 10B |
|
$ 152.5 |
|
$ 109.2 |
| |
|
Investments in marketable securities |
|
Note 5 |
|
28.7 |
|
— |
| |
|
Income taxes receivable |
|
|
|
— |
|
2.3 |
| |
|
Accounts receivable |
|
|
|
30.2 |
|
100.9 |
| |
|
Inventories |
|
|
|
32.2 |
|
82.3 |
| |
|
Prepaid expenses |
|
|
|
2.5 |
|
3.4 |
| |
|
Other current assets |
|
|
|
0.2 |
|
1.0 |
| |
|
Receivable from related party |
|
|
|
— |
|
0.8 |
| |
|
|
|
|
|
|
246.3 |
|
299.9 |
|
|
Non-Current assets |
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
|
|
1.8 |
|
5.8 |
|
|
Investments in private companies and other financial instruments |
|
Note 5 |
|
4.0 |
|
15.1 |
| |
|
Equity-accounted investments |
|
|
|
— |
|
5.6 |
| |
|
Property, plant and equipment |
|
|
|
55.3 |
|
150.8 |
| |
|
Intangible assets |
|
|
|
|
58.0 |
|
227.7 |
|
|
Goodwill |
|
|
|
41.4 |
|
127.8 |
| |
|
Other non-current assets |
|
|
|
|
1.1 |
|
2.2 |
|
|
|
|
|
|
|
$ 407.9 |
|
$ 834.9 |
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
Note 10C |
|
17.5 |
|
79.0 |
| |
|
Income taxes payable |
|
|
|
1.0 |
|
5.2 |
| |
|
Current portion of long-term debt |
|
|
Note 6 |
|
0.3 |
|
9.1 |
|
|
Other current borrowings |
|
|
|
|
4.1 |
|
7.5 |
|
|
Lease Liabilities |
|
|
|
|
0.9 |
|
2.9 |
|
|
|
|
|
|
|
23.8 |
|
103.7 |
|
|
Non-Current liabilities |
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
3.8 |
|
7.3 |
|
|
Long-term debt |
|
Note 6 |
|
10.9 |
|
275.2 |
| |
|
Other non-current liabilities |
|
|
|
11.2 |
|
57.0 |
| |
|
Deferred income taxes |
|
|
|
7.4 |
|
48.1 |
| |
|
|
|
|
|
|
57.1 |
|
491.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Total equity attributable to equity holders of the Corporation |
|
Note 7 |
|
350.8 |
|
314.0 |
| |
|
Non-controlling interests |
|
|
|
|
— |
|
29.6 |
|
|
Total equity |
|
|
|
|
350.8 |
|
343.6 |
|
|
|
|
|
|
|
$ 407.9 |
|
$ 834.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved by the Board of Directors | ||||||||
|
(signed) Thomas Little |
|
|
|
(signed) Robert Feingold |
| |||
|
Thomas Little |
|
|
|
|
Robert Feingold |
| ||
|
Director |
|
|
|
|
Director |
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY | ||||||||
|
For the three and nine months ended September 30, 2025 and 2026 (unaudited) |
Common shares outstanding |
Share capital - common shares |
Share capital - preferred shares |
Retained earnings (deficit) |
Accumulated other comprehensive income (loss) |
Contributed surplus |
Total attributable to the equity holders of the Corporation |
Non-controlling interests |
Total equity | |
|
(In millions of Canadian dollars, except share amounts) |
|
|
|
|
|
|
|
|
| |
|
Balance, December 31, 2024 |
|
95,413,317 |
$ 38.0 |
$ 231.1 |
$ (1,998.0) |
$ 7.4 |
$ 2,221.2 |
499.7 |
$ 28.9 |
$ 528.6 |
|
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
| |
|
Net earnings (loss) |
|
|
|
|
(5.3) |
|
|
(5.3) |
2.6 |
(2.7) |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
(0.8) |
|
(0.8) |
(0.2) |
(1.0) |
|
Cash flow hedge gains, net of reclassification adjustments and taxes |
|
|
|
|
|
0.1 |
|
0.1 |
|
0.1 |
|
Reclassification to net earnings of foreign currency differences |
|
|
|
|
|
(2.2) |
|
(2.2) |
|
(2.2) |
|
Defined benefit plans actuarial gains, net of tax |
|
|
|
|
0.6 |
|
|
0.6 |
|
0.6 |
|
Total comprehensive income (loss) |
|
— |
— |
— |
(4.7) |
(2.9) |
— |
(7.6) |
2.4 |
(5.2) |
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
|
| |
|
Common shares repurchased |
|
(4,641,632) |
(1.9) |
|
|
|
(11.2) |
(13.1) |
|
(13.1) |
|
Preferred shares repurchased |
Note 6 |
|
|
(193.1) |
53.8 |
|
|
(139.3) |
|
(139.3) |
|
Preferred dividends |
Note 8 |
|
|
|
(2.1) |
|
|
(2.1) |
|
(2.1) |
|
Dividends to non-controlling interests |
|
|
|
|
|
|
|
— |
(2.1) |
(2.1) |
|
Repurchase of non-controlling interest |
|
|
|
|
|
|
|
— |
(0.2) |
(0.2) |
|
Counterpart entry to liability related to put options granted to non-controlling interests |
|
|
|
|
(2.4) |
|
|
(2.4) |
|
(2.4) |
|
Accretion related to stock-based compensation plans |
|
|
|
|
|
|
0.3 |
0.3 |
|
0.3 |
|
Total transactions with owners |
|
(4,641,632) |
(1.9) |
(193.1) |
49.3 |
— |
(10.9) |
(156.6) |
(2.3) |
(158.9) |
|
Balance, September 30, 2025 |
|
90,771,685 |
$ 36.1 |
$ 38.0 |
$ (1,953.4) |
$ 4.5 |
$ 2,210.3 |
$ 335.5 |
$ 29.0 |
$ 364.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2025 |
|
89,500,085 |
$ 35.6 |
$ 38.0 |
$ (1,965.1) |
$ (1.8) |
$ 2,207.3 |
$ 314.0 |
$ 29.6 |
$ 343.6 |
|
Comprehensive income (loss) |
|
|
|
|
|
|
|
|
| |
|
Net earnings (loss) |
|
|
|
|
20.9 |
|
|
20.9 |
1.9 |
22.8 |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
(5.7) |
|
(5.7) |
0.2 |
(5.5) |
|
Reclassification to net earnings of cumulative translation adjustments |
Note 4 |
|
|
|
|
(8.0) |
|
(8.0) |
|
(8.0) |
|
Total comprehensive income (loss) |
|
— |
— |
— |
20.9 |
(13.7) |
— |
7.2 |
2.1 |
9.3 |
|
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
|
|
| |
|
Common shares repurchased |
Note 7 |
(1,378,500) |
(0.5) |
|
|
|
(3.4) |
(3.9) |
|
(3.9) |
|
Preferred dividends |
Note 8 |
|
|
|
(2.1) |
|
|
(2.1) |
|
(2.1) |
|
Dividends to non-controlling interests |
|
|
|
|
|
|
|
— |
(4.8) |
(4.8) |
|
Business disposal |
Note 4 |
|
|
|
|
|
|
— |
(26.9) |
(26.9) |
|
Counterpart entry to liability related to put options granted to non-controlling interests ("NCI") |
|
|
|
|
(1.2) |
|
|
(1.2) |
|
(1.2) |
|
Reversal of counterpart entry to liability related to put options granted to NCI upon extinguishment |
Note 4 |
|
|
|
36.5 |
|
|
36.5 |
|
36.5 |
|
Accretion related to stock-based compensation plans |
|
|
|
|
|
|
0.3 |
0.3 |
|
0.3 |
|
Total transactions with owners |
|
(1,378,500) |
(0.5) |
— |
33.2 |
— |
(3.1) |
29.6 |
(31.7) |
(2.1) |
|
Balance, September 30, 2026 |
|
88,121,585 |
$ 35.1 |
$ 38.0 |
$ (1,911.0) |
$ (15.5) |
$ 2,204.2 |
$ 350.8 |
$ — |
$ 350.8 |
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, | ||
|
(in millions of Canadian dollars) |
|
2026 |
2025 |
|
2026 |
2025 |
|
|
|
(unaudited) |
(unaudited) |
|
(unaudited) |
(unaudited) |
|
CASH FLOWS FROM (USED IN) |
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ (14.3) |
$ 3.0 |
|
$ 22.8 |
$ (2.7) |
|
Adjustments for: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
2.8 |
9.2 |
|
11.4 |
27.4 |
|
Share-based compensation |
|
0.3 |
0.6 |
|
0.9 |
1.7 |
|
Cortland International's long-term management incentive plan |
|
0.7 |
1.1 |
|
2.0 |
3.2 |
|
Fair value (gain) loss on contingent consideration and Aimia warrants |
|
(0.5) |
1.7 |
|
(1.7) |
0.4 |
|
Share of net (earnings) loss of equity-accounted investments |
|
— |
(0.3) |
|
— |
(0.5) |
|
Net financial expense (income) |
|
5.5 |
4.2 |
|
12.5 |
24.7 |
|
Income tax expense |
|
2.0 |
1.1 |
|
11.0 |
6.0 |
|
Gain on disposal of business |
|
— |
— |
|
(21.7) |
— |
|
Net change in fair value of investments in equity instruments |
|
6.4 |
(0.3) |
|
4.5 |
0.6 |
|
Changes in operating assets and liabilities |
Note 10C |
(3.3) |
(3.1) |
|
(32.3) |
(11.5) |
|
Other |
|
(0.2) |
2.2 |
|
(0.2) |
0.8 |
|
|
|
13.7 |
16.4 |
|
(13.6) |
52.8 |
|
Cash from (used in) operating activities before the following items: |
|
(0.6) |
19.4 |
|
9.2 |
50.1 |
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
(1.0) |
(4.3) |
|
(4.3) |
(13.4) |
|
Net cash from (used in) operating activities |
Note 4 |
(1.6) |
15.1 |
|
4.9 |
36.7 |
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
Net proceeds from the disposal of business, net of cash disposed |
Note 4 |
1.8 |
— |
|
245.0 |
— |
|
Contingent consideration payment |
|
— |
— |
|
(0.5) |
— |
|
Proceeds from the settlement of tax matters related to a former subsidiary |
|
— |
29.3 |
|
— |
29.3 |
|
Proceeds from the disposal of investments in marketable securities, private companies and other financial instruments |
Note 5 |
0.9 |
— |
|
2.3 |
0.1 |
|
Proceeds from the redemption of investment funds |
Note 5 |
3.9 |
— |
|
3.9 |
— |
|
Purchase of investments in marketable securities, private companies and other financial instruments |
Note 5 |
(15.5) |
— |
|
(28.7) |
— |
|
Interest and dividend received |
|
2.0 |
0.8 |
|
3.0 |
2.7 |
|
Additions to property, plant & equipment and intangibles assets |
|
(1.6) |
(4.2) |
|
(8.1) |
(11.7) |
|
Proceeds from the sale of property, plant & equipment |
|
— |
1.8 |
|
— |
1.8 |
|
Loan repayment from related parties |
|
— |
0.5 |
|
0.8 |
3.7 |
|
Loan granted to related parties |
|
— |
— |
|
— |
(0.5) |
|
Net cash from (used in) investing activities |
Note 4 |
(8.5) |
28.2 |
|
217.7 |
25.4 |
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
Preferred dividends |
Note 8 |
(0.7) |
(0.7) |
|
(2.1) |
(2.1) |
|
Transaction costs related to substantial issuer bid and 2030 Notes |
Note 6 |
— |
— |
|
— |
(3.8) |
|
Dividends paid to non-controlling interests |
|
— |
(0.2) |
|
(4.8) |
(2.1) |
|
Repurchase of minority interest |
|
— |
(0.2) |
|
— |
(0.2) |
|
Repurchase of common shares |
Note 7 |
(0.7) |
(3.3) |
|
(3.9) |
(13.1) |
|
Principal elements of lease payments |
|
(0.3) |
(1.3) |
|
(2.5) |
(3.5) |
|
Proceeds from other borrowings |
|
2.1 |
0.3 |
|
4.0 |
2.6 |
|
Repayment of other borrowings |
|
— |
(0.4) |
|
(7.5) |
(2.0) |
|
Interest paid |
Note 6 |
(0.2) |
(0.5) |
|
(8.2) |
(12.9) |
|
Repayment of long-term debt |
Note 6 |
(131.4) |
(2.0) |
|
(156.0) |
(13.3) |
|
Net cash from (used in) financing activities |
Note 4 |
(131.2) |
(8.3) |
|
(181.0) |
(50.4) |
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
(141.3) |
35.0 |
|
41.6 |
11.7 |
|
Translation adjustment related to cash |
|
(0.7) |
1.0 |
|
1.7 |
(0.6) |
|
Total cash and cash equivalents, beginning of period |
|
294.5 |
70.5 |
|
109.2 |
95.4 |
|
Total cash and cash equivalents, end of period |
|
152.5 |
106.5 |
|
152.5 |
106.5 |
1. STRUCTURE OF THE CORPORATION
Aimia Inc. (“Aimia” or the “Corporation”) was incorporated on May 5, 2008 under the Canada Business Corporations Act. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: AIM) (primary listing), the AIM Market of the London Stock Exchange (AIM: AII) and the Johannesburg Stock Exchange (JSE: AII). The registered and head office of Aimia is located at 1 University Avenue, 3rd Floor, Toronto, Ontario, M5J 2P1.
The Corporation is a diversified conglomerate that owns, at September 30, 2026, one core business: a 100% ownership of Cortland International, a designer, manufacturer and supplier of synthetic fiber ropes, netting solutions, slings and tethers to the fishing and aquaculture, industrial and safety, marine and shipping, offshore energy, as well as other diversified industrial end markets worldwide.
Furthermore, the Corporation owns a 10.85% stake in Clear Media Limited (Note 5), an outdoor advertising firm in China, and other investments in marketable securities.
Discontinued operations - Bozzetto (Note 4)
On February 9, 2026, the Corporation announced that it entered into a definitive agreement to sell its interest in Bozzetto. The transaction closed on May 29, 2026. Results of Bozzetto are presented as discontinued operations.
2. MATERIAL ACCOUNTING POLICY INFORMATION
BASIS OF PREPARATION
(a) Statement of Compliance
These unaudited condensed interim consolidated financial statements ("interim financial statements") were prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), and in compliance with International Accounting Standard 34 - Interim Financial Reporting ("IAS 34"). Accordingly, certain information and note disclosures normally included in the audited annual consolidated financial statements have been omitted or condensed. These interim financial statements should be read in conjunction with the Corporation's audited annual consolidated financial statements for the year ended December 31, 2025.
The interim financial statements include all adjustments considered necessary by management to fairly state the Corporation's results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.
These interim financial statements were authorized for issue by the Corporation’s Board of Directors on November 5, 2026.
(b) Basis of Measurement
These consolidated financial statements have been prepared on the historical cost basis except for the following balance sheet items:
• Investments in marketable securities, private companies and other financial instruments are measured at fair value (Note 5);
• Liabilities for cash-settled share-based payment arrangements are measured at fair value;
• Cortland's management long-term incentive plan liability is measured at present value using the projected unit credit method;
• Contingent considerations related to business acquisition or disposal are measured at fair value;
• Aimia warrants are measured at fair value.
(c) Presentation Currency
These consolidated financial statements are expressed in Canadian Dollars.
(d) Use of Judgments and Estimates
The preparation of these consolidated financial statements in conformity with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the amounts reported as assets, liabilities, income and expenses in the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are accounted for prospectively.
Judgments
Judgments made in applying accounting policies that have the most significant effects on the amounts reflected in these consolidated financial statements are as follows:
• The determination of the functional currencies of the Corporation's subsidiaries when the primary indicators are mixed.
• Whether Bozzetto acted as a principal or an agent when performing certain toll manufacturing activities. The toll manufacturing activities of Bozzetto are presented as discontinued operations (Note 4).
Estimates
Information about assumptions and estimates with a significant risk of resulting in material adjustments within the next year are presented below. Additional information about these assumptions and estimations are included in Aimia's audited consolidated financial statements for the year ended December 31, 2025, unless otherwise noted below.
• Measurement of the fair value of the investment in Clear Media and the expected credit loss on the other investment income receivable from Forward Elite, which include significant unobservable inputs. These inputs are detailed in Note 5.
(e) Accounting Policies
These interim financial statements have been prepared using the same accounting policies as those presented in the Corporation's audited annual consolidated financial statements for the year ended December 31, 2025, except as described below.
Adoption of revised accounting standards
The Corporation has adopted the following revised standards as detailed below:
Targeted amendments to IFRS 9, ‘Financial Instruments’, and IFRS 7, ‘Financial Instruments: Disclosures
On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities.
These amendments:
• clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through eligible electronic cash transfer systems;
• clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
• add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and
• update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
The amendments did not have any impact on the consolidated statements of the Corporation.
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7
In December 2024, the IASB issued targeted amendments to IFRS 7 and IFRS 9 to allow entities to better reflect nature-dependent electricity contracts in the financial statements. The amendments:
• clarify the application of the ‘own-use’ criteria to nature-dependent electricity contracts;
• permit hedge accounting if these contracts are used as hedging instruments; and
• add new disclosure requirements to enable users of financial statements to better understand the effect of these contracts on an entity’s financial performance and cash flows.
The amendments did not have any impact on the consolidated statements of the Corporation.
(f) Restatement of comparative financial information
Reclassification of selling expenses
The classification of certain selling expenses, amounting to $0.3 million and $0.7 million for the three and nine months ended September 30, 2025, respectively, which were previously presented in cost of sales and are now presented in selling, general and administrative expenses, have been restated to align the presentation format to the one used in Aimia's 2025 annual audited consolidated financial statements.
Reduction in selling, general and administrative ("SG&A") expenses reported as discontinued operations
The previously reported loss on the disposal of an idled facility in Bozzetto during the three and nine months ended September 30, 2025 of $1.6 million has been restated to nil. Accordingly, the SG&A expenses related to the Bozzetto business during the three and nine months ended September 30, 2025 were reduced by $1.6 million, which increased the net earnings related to discontinued operations by the same amount.
(g) Seasonality of operations
While the results of the Corporation are not significantly impacted by seasonality, Cortland International usually has lower sales and production volumes in the first quarter of the year. The Cortland International Indian market can also be negatively impacted by the level of rain during the monsoon season (June to September), whereas Bozzetto (discontinued operations), until its disposal on May 29, 2026, usually had lower sales and production volumes in the third and fourth quarters of the year due to plant closures for holiday seasons.
3. SEGMENTED INFORMATION
Aimia, through its own operations and those of its subsidiaries, operates two reportable and operating segments, namely, Cortland International and Holdings.
For each of the operating segments, the Corporation’s chief operating decision-makers (role currently occupied by the Executive Chairman, and the President and Chief Financial Officer) review internal management reports on a monthly basis. Accounting policies applied for the Cortland International and Holdings segments are identical to those used for the purposes of the consolidated financial statements.
In prior periods, Bozzetto was presented as a reportable and operating segment. The results of Bozzetto have been removed in the comparative segmented information presented below. Refer to Note 4 for the financial information of the Bozzetto business which is presented as discontinued operations.
Cortland International
The Cortland International segment includes the results of Cortland International as well as other expenses that relate to acquisitions done by Cortland International, including transaction costs.
Holdings
The Holdings segment includes Aimia's investments in Clear Media Limited, as well as, from time to time, minority investments in various public company securities and limited partnerships. Holdings also includes corporate operating costs, including costs related to public company disclosure and Board of Directors costs, executive leadership, legal, finance and administration, as well as results associated with Aimia's investment in Kognitiv in the comparative period.
|
|
Three Months Ended September 30, | |||||||||||||||
|
|
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
2026 |
2025 | ||||||||
|
Operating Segment |
Cortland International |
Holdings |
Eliminations |
Continuing Operations - Total | ||||||||||||
|
Revenue from contracts with customers |
45.6 |
|
37.6 |
|
— |
|
— |
|
— |
|
— |
|
45.6 |
|
37.6 |
|
|
Cost of sales |
(35.2) |
|
(29.3) |
|
— |
|
— |
|
— |
|
— |
|
(35.2) |
|
(29.3) |
|
|
Gross Profit |
10.4 |
|
8.3 |
|
— |
|
— |
|
— |
|
— |
|
10.4 |
|
8.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
(8.5) |
|
(6.7) |
|
(2.8) |
|
(2.6) |
|
— |
|
— |
|
(11.3) |
|
(9.3) |
|
|
Operating income (loss) |
1.9 |
|
1.6 |
|
(2.8) |
|
(2.6) |
|
— |
|
— |
|
(0.9) |
|
(1.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of investments |
— |
|
— |
|
(6.4) |
|
0.3 |
|
— |
|
— |
|
(6.4) |
|
0.3 |
|
|
Interest, dividend and other investment income |
0.1 |
|
0.1 |
|
1.3 |
|
3.0 |
|
— |
|
— |
|
1.4 |
|
3.1 |
|
|
Financial income (expense), net |
(0.6) |
|
(1.0) |
|
(6.3) |
|
(2.2) |
|
— |
|
— |
|
(6.9) |
|
(3.2) |
|
|
Fair value gain (loss) on Aimia warrants |
— |
|
— |
|
0.5 |
|
(1.7) |
|
— |
|
— |
|
0.5 |
|
(1.7) |
|
|
Intercompany interest income (expense) |
(2.3) |
|
(2.3) |
|
2.3 |
|
2.3 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes (a) |
(0.9) |
|
(1.6) |
|
(11.4) |
|
(0.9) |
|
— |
|
— |
|
(12.3) |
|
(2.5) |
|
|
Additions to property, plant & equipment and intangibles assets |
1.6 |
|
1.4 |
|
— |
|
— |
|
— |
|
— |
|
1.6 |
|
1.4 |
|
|
Total assets (b) |
228.9 |
|
249.5 |
|
301.0 |
|
186.9 |
|
(122.0) |
|
(116.5) |
|
407.9 |
|
319.9 |
|
- The reconciliation of the consolidated earnings (loss) before income taxes to the consolidated net earnings (loss) for the three months ended September 30, 2026 and September 30, 2025 is presented in the consolidated statements of operations.
- Total assets of the Holdings segment as of September 30, 2026 includes $122.0 million (2025: $116.5 million) of intercompany interest bearing loan (including accrued interests) to Cortland International. Total assets at September 30, 2025 related to continuing operations exclude assets related to discontinued operations (Note 4).
|
|
Nine Months Ended September 30, | |||||||||||||||
|
|
2026 |
2025 |
2026 |
2025 |
2026 |
2025 |
2026 |
2025 | ||||||||
|
Operating Segment |
Cortland International |
Holdings |
Eliminations |
Continuing Operations - Total | ||||||||||||
|
Revenue from contracts with customers |
114.7 |
|
116.1 |
|
— |
|
— |
|
— |
|
— |
|
114.7 |
|
116.1 |
|
|
Cost of sales |
(87.7) |
|
(89.3) |
|
— |
|
— |
|
— |
|
— |
|
(87.7) |
|
(89.3) |
|
|
Gross Profit |
27.0 |
|
26.8 |
|
— |
|
— |
|
— |
|
— |
|
27.0 |
|
26.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
(23.6) |
|
(23.1) |
|
(7.5) |
|
(8.5) |
|
— |
|
— |
|
(31.1) |
|
(31.6) |
|
|
Operating income (loss) |
3.4 |
|
3.7 |
|
(7.5) |
|
(8.5) |
|
— |
|
— |
|
(4.1) |
|
(4.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of investments |
— |
|
— |
|
(4.5) |
|
(0.6) |
|
— |
|
— |
|
(4.5) |
|
(0.6) |
|
|
Interest, dividend and other investment income |
0.2 |
|
0.3 |
|
2.7 |
|
3.8 |
|
— |
|
— |
|
2.9 |
|
4.1 |
|
|
Financial income (expense), net |
(2.2) |
|
(1.4) |
|
(6.2) |
|
(14.2) |
|
— |
|
— |
|
(8.4) |
|
(15.6) |
|
|
Fair value gain (loss) on Aimia warrants |
— |
|
— |
|
1.5 |
|
(1.3) |
|
— |
|
— |
|
1.5 |
|
(1.3) |
|
|
Intercompany interest income (expense) |
(6.8) |
|
(6.9) |
|
6.8 |
|
6.9 |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes (a) |
(5.4) |
|
(4.3) |
|
(7.2) |
|
(13.9) |
|
— |
|
— |
|
(12.6) |
|
(18.2) |
|
|
Additions to property, plant & equipment and intangibles assets |
3.8 |
|
5.3 |
|
— |
|
— |
|
— |
|
— |
|
3.8 |
|
5.3 |
|
|
Total assets (b) |
228.9 |
|
249.5 |
|
301.0 |
|
186.9 |
|
(122.0) |
|
(116.5) |
|
407.9 |
|
319.9 |
|
- The reconciliation of the consolidated earnings (loss) before income taxes to the consolidated net earnings (loss) for the nine months ended September 30, 2026, and September 30, 2025, is presented in the consolidated statements of operations.
- Total assets of the Holdings segment as of September 30, 2026, include $122.0 million (2025: $116.5 million) of intercompany interest bearing loan (including accrued interests) to Cortland International. Total assets at September 30, 2025 related to continuing operations exclude assets related to discontinued operations (Note 4).
4. DISPOSAL OF THE BOZZETTO BUSINESS AND DISCONTINUED OPERATIONS
On February 9, 2026, the Corporation announced that it entered into a definitive Share Purchase Agreement ("SPA") to sell its interest in Bozzetto. The transaction closed on May 29, 2026. Results of Bozzetto are presented as discontinued operations.
Final net transaction proceeds attributable to Aimia, after deducting proceeds attributable to Bozzetto's management and transaction costs, amounted to $270.0 million. Aimia's share of the final closing adjustments related to working capital and net debt, representing an amount of $1.8 million (€1.1 million), was received during the third quarter of 2026. Aimia recorded a gain on disposal of $21.7 million on this transaction. The gain is presented as part of discontinued operations. The transaction did not give rise to current income tax expense, as the taxable gain was fully offset through the utilization of capital loss carryforwards.
Upon the closing of the sale of Bozzetto, the put options previously granted to Bozzetto and Bozzetto S.A.'s management teams were extinguished. Accordingly, the liability, with a carrying amount of $36.5 million, was derecognized, with the corresponding amount recognized in equity, increasing retained earnings.
Consistent with the terms of its 2030 Notes, the Corporation was required, following the sale of more than 50% of its assets, to offer to purchase all outstanding 2030 Notes at par plus any accrued and unpaid interest. The offer was made to the noteholders on May 29, 2026. For more details on the 2030 Notes and the results of the tender offer, refer to Note 6.
Indemnifications
A representation and warranty insurance policy was placed to cover management's representation and warranties. Under the SPA, the Aimia and the Bozzetto management sellers agreed to grant a specific indemnity for potential net remediation costs associated with environmental matters at designated sites, and potential costs arising from a defined legal matter. These indemnities are limited in the aggregate to the lower of €1.0 million or 50% of relevant costs incurred, if any. Each of these specific indemnities is available for 4 years after closing. No amount has been recorded in these financial statements with respect to this clause.
Derivative financial instruments
During the first quarter of 2026, in order to mitigate the risk associated with fluctuations in the Euro against the Canadian dollar on a portion of the expected net proceeds related to Bozzetto sale, Aimia entered into deal contingent foreign exchange forward contracts, with a nominal value of €88.0 million in exchange for approximately $141.7 million (fair value hierarchy classification: level 2). During the second quarter of 2026, Aimia entered into a foreign exchange forward contract, with a nominal value of €40.0 million in exchange for $64.5 million. The Corporation pledged term deposits totaling $7.7 million as collateral to its counterparty to secure its obligations under the foreign exchange forward contract. Following the closing of the transaction and the settlement of the forward exchange contract, the total amount pledged was returned to the Corporation.
Gain on disposal of the Bozzetto business
|
Consideration associated with the disposal of the Bozzetto business | |
|
Preliminary consideration for the sale of the Bozzetto business at Closing |
292.6 |
|
Final closing adjustments related to working capital and net debt (a) |
1.9 |
|
Transaction costs |
(7.9) |
|
Net consideration for the sale of the Bozzetto business |
286.6 |
|
Net consideration attributable to the non-controlling interests (Bozzetto management) |
(16.6) |
|
Net consideration attributable to the Corporation |
270.0 |
|
Assets and liabilities disposed of | |
|
Cash and cash equivalents |
25.0 |
|
Income taxes receivable |
0.8 |
|
Accounts receivable |
99.2 |
|
Inventories |
60.2 |
|
Prepaid expenses |
1.2 |
|
Other current assets |
0.8 |
|
Deferred income taxes |
4.0 |
|
Equity-accounted investments |
5.5 |
|
Property, plant and equipment |
102.2 |
|
Intangible assets |
163.1 |
|
Goodwill |
85.2 |
|
Other non-current assets |
0.4 |
|
Accounts payable and accrued liabilities |
(68.1) |
|
Income taxes payable |
(8.2) |
|
Long-term debt |
(126.7) |
|
Lease liabilities |
(9.2) |
|
Other non-current liabilities |
(11.8) |
|
Deferred income taxes |
(40.4) |
|
Net assets (liabilities) disposed of - Total |
283.2 |
|
Non-controlling interests |
(26.9) |
|
Net assets (liabilities) disposed of - Equity holders |
256.3 |
|
Gain before reclassification to net earnings of cumulative translation adjustments |
13.7 |
|
Reclassification to net earnings of cumulative translation adjustments |
8.0 |
|
Gain on the disposal of the Bozzetto business |
21.7 |
- Aimia's share of the final closing adjustments related to working capital and net debt, representing an amount of $1.8 million (€1.1 million), was received during the third quarter of 2026.
Financial information and cash flow information
Statements of operations and comprehensive income
|
Results of the Bozzetto disposal group |
Three Months Ended September 30, |
Nine Months Ended September 30, | ||
|
|
2026 |
2025 |
2026 |
2025 |
|
Revenue from contracts with customers |
— |
88.8 |
163.0 |
268.8 |
|
Cost of sales |
— |
(62.7) |
(103.1) |
(190.3) |
|
Gross Profit |
— |
26.1 |
59.9 |
78.5 |
|
|
|
|
|
|
|
Selling, general and administrative expenses |
— |
(15.7) |
(28.4) |
(45.2) |
|
Operating income (loss) |
— |
10.4 |
31.5 |
33.3 |
|
Gain on disposal of business |
— |
— |
21.7 |
— |
|
Share of net earnings (loss) from equity-accounted investments |
— |
0.3 |
— |
0.5 |
|
Interest, dividend and other investment income |
— |
0.2 |
0.2 |
0.5 |
|
Financial expenses, net |
— |
(4.3) |
(7.2) |
(13.7) |
|
Fair value gain (loss) on contingent consideration |
— |
— |
0.2 |
0.9 |
|
Earnings (loss) before income taxes |
— |
6.6 |
46.4 |
21.5 |
|
|
|
|
|
|
|
Income tax expense |
— |
(0.4) |
(8.2) |
(3.7) |
|
Net earnings (loss) |
— |
6.2 |
38.2 |
17.8 |
|
Other comprehensive income (loss) |
|
|
|
|
|
Foreign currency translation adjustments |
— |
5.0 |
1.3 |
9.6 |
|
Reclassification to net earnings of cumulative translation adjustments |
— |
— |
(8.0) |
— |
|
Cash flow hedge gains (losses), net of reclassification adjustments and taxes |
— |
— |
— |
0.1 |
|
Defined benefit plans actuarial gains (losses), net of tax |
— |
— |
— |
0.6 |
|
Comprehensive income (loss) |
— |
11.2 |
31.5 |
28.1 |
|
|
|
|
|
|
|
Net earnings (loss) attributable to: |
|
|
|
|
|
Equity holders of the Corporation |
— |
5.4 |
36.3 |
15.2 |
|
Non-controlling interest |
— |
0.8 |
1.9 |
2.6 |
|
Net earnings (loss) |
— |
6.2 |
38.2 |
17.8 |
|
|
|
|
|
|
|
Comprehensive earnings (loss) attributable to: |
|
|
|
|
|
Equity holders of the Corporation |
— |
9.8 |
29.4 |
25.7 |
|
Non-controlling interest |
— |
1.4 |
2.1 |
2.4 |
|
Comprehensive income (loss) |
— |
11.2 |
31.5 |
28.1 |
Statements of cash flows
|
Net cash generated (used) by the Bozzetto disposal group |
Three Months Ended September 30, |
Nine Months Ended September 30, | ||
|
|
2026 |
2025 |
2026 |
2025 |
|
Cash from (used in) operating activities |
— |
14.3 |
15.8 |
38.2 |
|
Cash from (used in) investing activities |
— |
(0.7) |
(4.6) |
(4.0) |
|
Cash from (used in) financing activities |
— |
(3.9) |
(36.8) |
(24.7) |
|
Translation adjustment related to cash |
— |
0.7 |
(0.1) |
1.1 |
|
Net cash generated (used) within the Bozzetto disposal group |
— |
10.4 |
(25.7) |
10.6 |
|
Net proceeds from the disposal of business, net of cash disposed |
1.8 |
— |
245.0 |
— |
|
Net cash generated (used) by the Bozzetto disposal group |
1.8 |
10.4 |
219.3 |
10.6 |
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Hierarchy
Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 - valuation based on quoted prices observed in active markets for identical assets or liabilities.
Level 2 - valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - valuation techniques with significant unobservable market inputs.
A financial instrument is classified at the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.
The following table presents the fair value of the Corporation's main investments and their fair value hierarchy classification.
|
|
|
September 30, |
|
December 31, |
|
|
Hierarchy |
2026 |
|
2025 |
|
Investment in marketable securities |
|
|
|
|
|
|
|
|
|
|
|
Marketable securities |
Level 1 |
28.7 |
|
— |
|
Total |
|
28.7 |
|
— |
|
|
|
|
|
|
|
Investments in private companies and other financial instruments |
|
|
|
|
|
|
|
|
|
|
|
Clear Media Limited |
Level 3 |
4.0 |
|
12.0 |
|
Investment funds |
Level 2 |
— |
|
3.1 |
|
Total |
|
4.0 |
|
15.1 |
The net change in fair value of investments for the three and nine months ended September 30, 2026 and 2025, is detailed below.
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||
|
|
Hierarchy |
2026 |
2025 |
2026 |
2025 | ||
|
|
|
|
|
|
|
|
|
|
Realized fair value gain (loss) |
|
|
|
|
|
|
|
|
Marketable securities |
Level 1 |
0.1 |
|
— |
0.1 |
— |
— |
|
Investment funds |
Level 2 |
1.8 |
|
— |
1.8 |
— |
— |
|
|
|
|
|
|
|
|
|
|
Net change in unrealized fair value |
|
|
|
|
|
|
|
|
Marketable securities |
Level 1 |
1.8 |
|
— |
2.2 |
|
— |
|
Clear Media |
Level 3 |
(8.3) |
|
0.3 |
(8.0) |
|
(0.4) |
|
Investment funds |
Level 2 |
(1.8) |
|
— |
(0.6) |
|
(0.2) |
|
Net change in fair value of investments |
|
(6.4) |
|
0.3 |
(4.5) |
|
(0.6) |
The Corporation recorded an unrealized fair value loss of $8.3 million and $8.0 million in the three and nine months ended September 30, 2026, respectively, on its investment in Clear Media. The decrease in estimated fair value is due to a contractual dispute with a landlord in a major Chinese city that is impacting the liquidity and revenue generation of the business. Aimia is in regular contact with Clear Media management to monitor this ongoing matter.
The table below provides additional details on the cash movements related to the following line items included in the consolidated statements of cash flows for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended |
Nine Months Ended September 30, | |||
|
|
2026 |
2025 |
2026 |
2025 | |
|
|
|
|
|
|
|
|
INCLUDED IN INVESTING ACTIVITIES |
|
|
|
|
|
|
Purchase of investments in marketable securities, private companies and other financial instruments |
|
|
|
|
|
|
Marketable securities |
(15.5) |
|
— |
(28.7) |
— |
|
Total |
(15.5) |
|
— |
(28.7) |
— |
|
|
|
|
|
|
|
|
Proceeds from disposal of investments in marketable securities, private companies and other financial instruments |
|
|
|
|
|
|
Marketable securities |
0.9 |
|
— |
2.3 |
— |
|
Money Market Fund - held through Tufropes |
— |
|
— |
— |
0.1 |
|
Total |
0.9 |
|
— |
2.3 |
0.1 |
Additionally, during the three months ended September 30, 2026, the Corporation redeemed all of its investment in investment funds for a total value of $4.3 million at the time of redemption. Of this amount, $3.9 million (90% of the value) was received during the three months ended September 30, 2026, with the remaining $0.4 million (10% of the value) being presented in accounts receivable until the release of the funds to Aimia upon the finalization of the audit of the investment funds.
The following tables provide information about how the fair value of the investments in private companies and other financial instruments were derived at September 30, 2026 and December 31, 2025.
|
|
September 30, 2026 | |||
|
Investments |
Valuation technique |
Key valuation inputs |
Input |
Sensitivity |
|
Clear Media Limited |
Market Approach - Revenue Multiple |
Revenue multiple |
1.8x |
+/- 0.1x = +/- $1.3MM |
|
|
December 31, 2025 | |||
|
Investments |
Valuation technique |
Key valuation inputs |
Input |
Sensitivity |
|
Clear Media Limited |
Market Approach - Revenue Multiple |
Revenue multiple |
1.8x |
+/- 0.1x = +/- $1.5MM |
|
Investment funds |
Price Based |
Net Asset Value attributed based on investor statement |
N/A |
N/A |
Financial assets and financial liabilities at amortized cost
The carrying amounts reported in the consolidated statement of financial position for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and other current borrowings approximate fair values based on the immediate or short-term maturities of these financial instruments.
The carrying amount of Holdings' 2030 Notes, which are measured at amortized cost, and the fair value thereof, are as set out in the following table:
|
|
|
September 30, 2026 | |
|
|
Hierarchy |
Carrying value |
Fair Value |
|
Holdings' 2030 Notes (including accrued interest payable) |
Level 2 |
11.2 |
11.2 |
6. LONG-TERM DEBT
The table below provides additional details on the cash movements related to the following line items included in the consolidated statements of cash flows for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||
|
|
2026 |
2025 |
2026 |
2025 |
|
INCLUDED IN FINANCING ACTIVITIES |
|
|
|
|
|
Interest paid |
|
|
|
|
|
Bozzetto - Senior credit facilities |
— |
(0.2) |
(0.2) |
(5.7) |
|
Holdings - 2030 Notes |
— |
— |
(7.0) |
(6.4) |
|
Other |
(0.2) |
(0.3) |
(1.0) |
(0.8) |
|
Total |
(0.2) |
(0.5) |
(8.2) |
(12.9) |
|
Repayment of long-term debt |
|
|
|
|
|
Bozzetto - Senior credit facilities |
— |
(2.0) |
(24.6) |
(13.3) |
|
Holdings - 2030 Notes |
(131.4) |
— |
(131.4) |
— |
|
Total |
(131.4) |
(2.0) |
(156.0) |
(13.3) |
HOLDINGS
2030 Notes
|
|
Outstanding at |
Maturity |
|
2030 Notes - Principal |
11.2 |
January 2030 |
|
Accrued interest payable |
0.3 |
|
|
Unamortized discount and transaction costs |
(0.3) |
|
|
Total debt - Holdings segment |
11.2 |
|
|
Less: current portion (accrued interest payable) |
(0.3) |
|
|
Long-term debt - Holdings segment |
10.9 |
|
Aimia is not required to make any mandatory redemption payments with respect to the 2030 Notes other than at maturity. However, Aimia may be required to offer to purchase the 2030 Notes under certain asset sale or change of control scenarios.
Mandatory offers to purchase - Asset Sale and Bozzetto transaction
Under the asset sale scenario, if Aimia disposes of 50% or more of its assets in a single transaction or a series of related transactions, the Corporation is required to make an offer to all 2030 Notes holders (an “Asset Sale Offer”) to purchase the maximum aggregate principal amount of 2030 Notes, on a pro rata basis, that may be purchased using the net proceeds of such Asset Sale at an offer price in cash equal to 100% of the aggregate principal amount, plus accrued and unpaid interest. The Bozzetto transaction (Note 4) represented such asset sale scenario. Accordingly, Aimia commenced an offer on May 29, 2026, to purchase up to all of its 2030 Notes. The Asset Sale Offer expired on June 26, 2026. Upon the expiry of the offer, an aggregate principal amount of $131.4 million of 2030 Notes was validly tendered and not withdrawn. The payment of the validly tendered 2030 Notes occurred on July 3, 2026, which resulted in an additional financial expense of $4.8 million, reflecting the recognition in the consolidated statement of operations of the unamortized discount and transaction costs attributable to the repaid portion of the 2030 Notes.
Mandatory offers to purchase - Change in control
Under the change of control scenario, the Corporation would be required to make an offer to all 2030 Notes holders (a “Change of Control Offer”) to purchase all outstanding Notes at an offer price in cash equal to 101% of the principal amount of each Note to be redeemed, plus accrued and unpaid interest.
2025 Substantial Issuer Bid
Pursuant to the Substantial Issuer Bid, as of January 30, 2025, 4,528,157 Preferred Shares, Series 1, 660,174 Preferred Shares, Series 3 and 2,701,600 Preferred Shares, Series 4, were validly tendered and exchanged for considerations totaling $138.3 million into 2030 Notes, representing 97% of the par value, maturing on January 14, 2030. In addition, the Corporation paid transaction costs of $3.8 million in the first quarter of 2025 in connection with the SIB, which included $0.3 million of sales tax which were subsequently recovered in the fourth quarter of 2025. Of the net transaction costs, $2.5 million was recorded as deferred financing costs and $1.0 million recorded against Retained Earnings (Deficit) in the consolidated statement of changes in equity.
The 2030 Notes bear interest at an annual rate of 9.75% payable semi-annually in arrears on June 30 and December 31 in each year (or the immediately following Business Day if any interest payment date would not otherwise be a Business Day). Aimia has the option, in its sole discretion, to pay interest on the 2030 Notes in paid-in-kind interest at a 1.50% premium to the cash coupon ("PIK Interest"); provided, however, that Aimia shall not be entitled to make PIK Interest payments on the 2030 Notes if concurrently with such payments Aimia satisfies its obligations ranking junior to the 2030 Notes (not including any obligations of Cortland International).
Prepayment option
At the option of the Corporation, the 2030 Notes can be early redeemed. Prior to the second anniversary of the date of issuance of the 2030 Notes, the 2030 Notes are redeemable, in whole or in part, at:
• a price equal to 100% of the aggregate principal amount of the 2030 Notes being redeemed; plus
• accrued and unpaid interest; and
• a redemption premium, representing interest payments due as of the redemption date on the 2030 Notes through the second anniversary of the date of the issuance (excluding accrued and unpaid interest), discounted using the Government of Canada Rate, as defined in the agreement, as of such redemption date plus 100 basis points.
From the second anniversary of the date of issuance to their maturity date, the 2030 Notes are redeemable, in whole or in part, from time to time, at:
• a price equal to 100% of the aggregate principal amount of the 2030 Notes being redeemed; plus
• accrued and unpaid interest.
The early prepayment feature of the 2030 Notes represents an embedded derivative. The fair value of this early prepayment option fluctuates based on market interest rates. The fair value of the embedded derivative has been estimated using a Hull-White pricing model, with its main inputs being the Canadian Overnight Repo Rate Average curve, implied volatility and the credit spread of the 2030 Notes, and is classified as Level 2 in the fair value hierarchy. Given that the fair value of the embedded derivative was not significant at inception, the Corporation has not recognized any value for the bifurcated derivative at that time. There has been no significant change in the fair value between inception and September 30, 2026.
BOZZETTO (DISCONTINUED OPERATIONS)
Senior credit facilities
Amounts outstanding under the Bozzetto credit facilities, net of unamortized transaction costs, were $147.4 million as of December 31, 2025, of which $9.1 million was presented in current portion of long-term debt and $138.3 million in long-term debt.
Amounts outstanding under the Bozzetto credit facilities, net of unamortized transaction costs and inclusive of accrued interest, were $126.7 million as of May 29, 2026, and were part of the Bozzetto disposal group (Note 4).
CDP senior loan
In March 2026, Bozzetto repaid a mandatory quarterly principal amount of $2.0 million (€1.25 million).
In April 2026, Bozzetto made a voluntary prepayment of $12.0 million (€7.5 million), which represented the remaining balance under the CDP senior loan.
Senior loans
In May 2026, Bozzetto made a voluntary prepayment of $10.6 million (€6.6 million) against the Facility A tranche of its senior loans.
7. CAPITAL STOCK
COMMON SHARES
Normal course issuer bid
2025-2026 NCIB
On June 4, 2025, the Corporation announced it had received approval from the Toronto Stock Exchange to purchase up to 5,906,629 of its issued and outstanding common shares under a normal course issuer bid during the period from June 6, 2025, to no later than June 5, 2026 (the "2025-2026 NCIB"). During the nine months ended September 30, 2026, Aimia repurchased and cancelled, under the 2025-2026 NCIB, 1,002,000 common shares for a total consideration of $2.9 million, including the 2% tax on repurchase of equity under Part II.2 of the Income Tax Act (Canada).
2026-2027 NCIB
On June 4, 2026, the Corporation announced it had received approval from the Toronto Stock Exchange to purchase up to 5,012,419 of its issued and outstanding common shares under a normal course issuer bid during the period from June 8, 2026, to no later than June 7, 2027 (the "2026-2027 NCIB").
During the three and nine months ended September 30, 2026, Aimia repurchased and cancelled, under the 2026-2027 NCIB, 278,900 and 376,500 common shares for a total consideration of $0.7 million and $1.0 million, respectively, including the 2% tax on repurchase of equity under Part II.2 of the Income Tax Act (Canada).
Subsequent to September 30, 2026, Aimia repurchased 86,500 common shares for a total consideration of $0.2 million.
Allocation of total consideration
Of the total consideration to repurchase common shares during the nine months ended September 30, 2026, $0.5 million was recorded as a reduction of share capital and $3.4 million as a reduction of contributed surplus.
8. DIVIDENDS
Quarterly dividends declared to preferred shareholders of Aimia for the nine months ended September 30, 2026 and 2025, were as follows:
|
|
2026 |
|
2025 | ||
|
Three months ended |
Amount |
Per preferred share |
|
Amount |
Per preferred share |
|
Series 1 |
|
|
|
|
|
|
March 31, |
0.2 |
0.392563 |
|
0.2 |
0.300125 |
|
June 30, |
0.2 |
0.392563 |
|
0.2 |
0.392563 |
|
September 30, |
0.2 |
0.392563 |
|
0.2 |
0.392563 |
|
Total |
0.6 |
1.177689 |
|
0.6 |
1.085251 |
|
Series 3 |
|
|
|
|
|
|
March 31, |
0.5 |
0.485813 |
|
0.5 |
0.485813 |
|
June 30, |
0.5 |
0.485813 |
|
0.5 |
0.485813 |
|
September 30, |
0.5 |
0.485813 |
|
0.5 |
0.485813 |
|
Total |
1.5 |
1.457439 |
|
1.5 |
1.457439 |
|
Series 4 |
|
|
|
|
|
|
March 31, |
— |
0.395630 |
|
— |
0.473486 |
|
June 30, |
— |
0.398343 |
|
— |
0.438670 |
|
September 30, |
— |
0.411038 |
|
— |
0.431266 |
|
Total |
— |
1.205011 |
|
— |
1.343422 |
|
|
|
|
|
|
|
|
Total preferred dividends on Series 1, Series 3 and Series 4 |
2.1 |
|
|
2.1 |
|
Aimia is subject to Part VI.1 tax under the Income Tax Act (Canada) (the “ITA”) at an imposed tax rate of 40% associated with dividends paid on its preferred shares. For the three and nine months ended September 30, 2026, the gross amount of Part VI.1 tax expense amounted to $0.3 million and $0.8 million (2025: $0.3 million and $0.8 million), respectively. Aimia and its related Canadian subsidiaries currently do not have sufficient Canadian taxable income to benefit from the Part VI.1 tax deduction to offset the Part 1 tax. Any unused Part VI.1 tax deduction are carried forward as non-capital losses under the rules specifically provided under the ITA.
During the nine months ended September 30, 2026 and 2025, the Corporation paid $0.8 million and $6.7 million of Part VI.1 tax, respectively.
On November 5, 2026, the Board of Directors of Aimia declared quarterly dividends of $0.392563 per Series 1 preferred share, $0.485813 per Series 3 preferred share and $0.408896 per Series 4 preferred share, in each case payable on December 31, 2026, to shareholders of record on December 17, 2026.
9. EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per common share
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||
|
|
2026 |
2025 |
|
2026 |
2025 |
|
Earnings (loss) attributable to equity holders of the Corporation |
(14.3) |
2.2 |
|
20.9 |
(5.3) |
|
Deduct: Dividends declared on preferred shares related to the period (Note 8) |
(0.7) |
(0.7) |
|
(2.1) |
(2.1) |
|
Add: Excess of preferred shares' assigned value over consideration exchanged for repurchase (a) (Note 6) |
— |
— |
|
— |
53.8 |
|
Earnings (loss) attributable to common shareholders |
(15.0) |
1.5 |
|
18.8 |
46.4 |
|
|
|
|
|
|
|
|
Weighted average number of common shares - Basic and diluted |
88,208,268 |
91,059,155 |
|
88,718,858 |
93,178,943 |
|
|
|
|
|
|
|
|
Earnings (loss) per common share - Basic and diluted |
$ (0.17) |
$ 0.02 |
|
$ 0.21 |
$ 0.50 |
|
|
|
|
|
|
|
|
Continuing operations |
(0.17) |
(0.04) |
|
(0.20) |
0.33 |
|
Discontinued operations |
— |
0.06 |
|
0.41 |
0.17 |
- Include $1.0 million of transaction costs related to the substantial issuer bid and 2030 Notes exchange.
10. ADDITIONAL FINANCIAL INFORMATION
The following sections provide additional information regarding certain primary financial statement captions:
A) STATEMENTS OF OPERATIONS
REVENUE FROM CONTINUING OPERATIONS
Revenue by product and services
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||
|
|
2026 |
2025 |
2026 |
2025 |
|
Revenue recognized at a point in time |
|
|
|
|
|
Cortland International segment: |
|
|
|
|
|
Rope products |
34.2 |
29.7 |
88.0 |
90.9 |
|
Netting and other products |
11.4 |
7.9 |
26.7 |
25.2 |
|
Total revenue recognized at a point in time |
45.6 |
37.6 |
114.7 |
116.1 |
Revenue by geographical location
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||
|
|
2026 |
2025 |
2026 |
2025 |
|
Europe |
9.6 |
6.2 |
31.5 |
29.3 |
|
Asia & Oceania |
18.0 |
16.0 |
40.0 |
38.4 |
|
Americas |
16.2 |
13.9 |
38.3 |
42.8 |
|
Africa/Middle East |
1.8 |
1.5 |
4.9 |
5.6 |
|
Total revenue |
45.6 |
37.6 |
114.7 |
116.1 |
FINANCIAL (INCOME) EXPENSES FROM CONTINUING OPERATIONS, NET
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||
|
|
2026 |
2025 |
2026 |
2025 |
|
Interest on long-term debt |
5.2 |
3.8 |
12.7 |
10.7 |
|
Other interest expenses |
0.4 |
0.4 |
1.0 |
1.0 |
|
Foreign exchange (gain) loss |
1.1 |
(1.5) |
(5.2) |
3.5 |
|
Other financial expenses (income) |
0.2 |
0.5 |
(0.1) |
0.4 |
|
Financial (income) expenses, net |
6.9 |
3.2 |
8.4 |
15.6 |
B) STATEMENTS OF FINANCIAL POSITION
CASH AND CASH EQUIVALENTS
Of the $152.5 million cash and cash equivalents balance, $7.0 million is held in Cortland International and $145.5 million in the Holdings segments, respectively.
C) STATEMENTS OF CASH FLOWS
CHANGES IN OPERATING ASSETS AND LIABILITIES
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, | ||
|
|
2026 |
2025 |
|
2026 |
2025 |
|
Accounts receivable |
(7.0) |
4.9 |
|
(29.7) |
(3.0) |
|
Inventories |
(0.2) |
4.2 |
|
(11.0) |
0.2 |
|
Prepaid expenses |
0.6 |
(0.8) |
|
(0.2) |
0.8 |
|
Other current assets |
— |
0.1 |
|
0.1 |
(0.5) |
|
Other non-current assets |
0.8 |
0.1 |
|
0.8 |
0.4 |
|
Accounts payable and accrued liabilities |
2.7 |
(11.3) |
|
8.3 |
(8.6) |
|
Other non-current liabilities |
(0.2) |
(0.3) |
|
(0.6) |
(0.8) |
|
Total |
(3.3) |
(3.1) |
|
(32.3) |
(11.5) |
Settlement of a claim from a former executive initiated in 2020
During the three months ended March 31, 2026, the Corporation has paid a lump sum of $5.2 million to a former executive in consideration for the settlement of all outstanding matters between them. The amount was previously accrued in prior periods and therefore, there is no impact on the consolidated statement of operations during the three months and nine months ended September 30, 2026, related to this settlement.
![]()
|
|
MANAGEMENT'S DISCUSSION & ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
For the three and nine months ended September 30, 2026 and 2025
|
|

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Aimia Inc. (together with its direct and indirect subsidiaries, where the context requires, “Aimia” or the “Corporation”) was incorporated on May 5, 2008 under the laws of Canada. The following management's discussion and analysis of financial condition and results of operations (the “MD&A”) presents a discussion of the financial condition and results of operations for Aimia. The MD&A is prepared as at November 5, 2026, and should be read in conjunction with the accompanying condensed interim consolidated financial statements for the three and nine months ended September 30, 2026, and the notes thereto, the audited consolidated financial statements of Aimia for the year ended December 31, 2025, and the notes thereto, and the Annual Information Form for the year ended December 31, 2025. The earnings and cash flows of Aimia are affected by certain risks. For a description of those risks, please refer to the Risks and uncertainties affecting the business section.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This MD&A contains statements that constitute "forward-looking information" within the meaning of Canadian securities laws ("forward-looking statements"), which are based upon our current expectations, estimates, projections, assumptions and beliefs. All information that is not clearly historical in nature may constitute forward-looking statements. Forward-looking statements are typically identified by the use of terms or phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would” and “should”, and similar terms and phrases, including references to assumptions.
Forward-looking statements in this MD&A include, but are not limited to, statements with respect to Aimia's current priorities and future strategic initiatives, the Holdings segment cash expenses estimate; the estimated interest payments for the remaining 2030 Notes (including the conditions applicable to paid‑in‑kind interest), dividend payments and related Part VI tax expenses; Cortland's future performance and management's entitlement to the incentive plan, and the absence of material adverse developments at Clear Media beyond those reflected in current fair value estimates.
Forward-looking statements, by their nature, are based on assumptions and are subject to known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the forward-looking statement will not occur. The forward-looking statements in this MD&A speak only as of the date hereof and reflect several material factors, expectations and assumptions. While Aimia considers these factors, expectations and assumptions to be reasonable, actual events or results could differ materially from the results, predictions, forecasts, conclusions or projections expressed or implied in the forward-looking statements. Undue reliance should not be placed on any predictions or forward-looking statements as these may be affected by, among other things, changing external events and general uncertainties of the business. A discussion of the material risks applicable to Aimia can be found in the section entitled Risks and uncertainties affecting the business of this MD&A. Aimia cautions that the list of risk factors included in this Management Discussion and Analysis is not exhaustive. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and we disclaim any intention and assume no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
OVERVIEW
Aimia was incorporated on May 5, 2008 under the Canada Business Corporations Act. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: AIM) (primary listing), the AIM Market of the London Stock Exchange (AIM: AII) and the Johannesburg Stock Exchange (JSE: AII). The registered and head office of Aimia is located at 1 University Avenue, 3rd Floor, Toronto, Ontario, M5J 2P1.
The Corporation is a diversified conglomerate focused on enhancing the value of its holdings. Aimia’s priorities include increasing its intrinsic value, reducing holding company costs, reducing the discount of its share price to the intrinsic value of its businesses, and redeploying capital to make investments in undervalued companies. The Corporation owns, at September 30, 2026, one core business: a 100% ownership of Cortland International, a designer, manufacturer and supplier of synthetic fiber ropes, netting solutions, slings and tethers to the fishing and aquaculture, industrial and safety, marine and shipping, offshore energy, as well as other diversified industrial end markets worldwide.
Furthermore, the Corporation owns a 10.85% stake in Clear Media Limited, an outdoor advertising firm in China, and other marketable securities.
On February 9, 2026, the Corporation announced it has entered into a definitive agreement to sell its interest in Bozzetto. The transaction closed on May 29, 2026. Refer to the Other 2026 Highlights and Discontinued Operations - Bozzetto sections for additional details.
Segmented Information
Aimia, through its own operations and those of its subsidiaries, operates two reportable and operating segments, namely, Cortland International and Holdings. For each of the operating segments, the Corporation’s chief operating decision-makers (role currently occupied by the Executive Chairman, and the President and Chief Financial Officer) review internal management reports on a monthly basis. Accounting policies applied for the Cortland International and Holdings segments are identical to those used for the purposes of the consolidated financial statements.
Cortland International
The Cortland International segment includes the results of Cortland International as well as other expenses that relate to acquisitions done by Cortland International, including transaction costs.
Holdings
The Holdings segment includes Aimia's investments in Clear Media Limited, as well as, from time to time, minority investments in various public company securities and limited partnerships. Holdings also includes corporate operating costs, including costs related to public company disclosure and Board of Directors costs, executive leadership, legal, finance and administration, as well as results associated with Aimia's investment in Kognitiv in the comparative period.
Discontinued operations - Bozzetto
In prior periods, Bozzetto was presented as a reportable and operating segment. Results of Bozzetto are now presented as discontinued operations.
SUBSIDIARIES AND INVESTMENTS IN EQUITY INSTRUMENTS
The table below summarizes Aimia's diversified holdings in subsidiaries and private equity instruments at September 30, 2026.
|
Name |
Nature of business |
Nature of investment |
Reporting segment |
Place of business |
% of ownership interest |
Measurement method |
|
Core business: |
|
|
|
|
|
|
|
Cortland International |
Synthetic fiber ropes and netting solutions |
Subsidiaries |
Cortland International |
Worldwide |
100 |
Consolidation |
|
Non-core holdings: |
|
|
|
|
|
|
|
Clear Media Limited (a) |
Outdoor advertising |
Equity instrument |
Holdings |
China |
10.85 |
Fair value |
- Aimia has a 10.85% stake in Ever Harmonic Global Limited, which wholly-owns Clear Media.
The Corporation also holds investments in marketable securities. As at September 30, 2026, the carrying amount of the marketable securities was $28.7 million.
Q3 2026 HIGHLIGHTS
Q3 2026 PERFORMANCE
Aimia's activities in the three months ended September 30, 2026, reflected the progress made against the three-step strategy previously disclosed. The Corporation announced on October 1, 2026, the admission of its common shares to trading on the AIM market of the London Stock Exchange. Aimia also made new investments in marketable securities for a net amount of $14.6 million during the quarter.
Gross profit from continuing operations, and solely related to Cortland International, amounted to $10.4 million, representing an increase of $2.1 million, or $1.9 million on a constant currency basis, compared to the three months ended September 30, 2025. The increased contribution was mainly due to increased sales in the United States, freight surcharges and product mix, offset in part by lower overall volume sold in other regions.
Adjusted EBITDA from continuing operations amounted to $3.2 million, a decrease of $0.3 million over the same period in the prior year, mainly due to $1.1 million of one-time legal and professional fees related to corporate strategic initiatives and multi-listing activities, offset in part by savings driven by cost-cutting initiatives in the Holdings segment, and the improved performance of Cortland International.
Consolidated net earnings (loss) amounted to $(14.3) million, representing a decrease of $17.3 million compared to the same period in the prior year, due in part to the fact that the comparable period included a contribution to net earnings of $6.2 million from Bozzetto (discontinued operations) compared to nil in the current quarter. Net earnings (loss) from continued operations declined by $11.1 million, mostly due to an unfavorable variance of $6.7 million in net fair value change of investments, driven by a $8.3 million unrealized fair value loss recorded in the current quarter on Aimia's investment in Clear Media. The variance in net earnings (loss) attributable to continued operations is also due to an unfavorable variance of $4.1 million in net financial expense/income in the Holdings segment, primarily due to an unfavorable variance of $2.9 million in foreign exchange on the translation to Canadian dollars of intercompany receivables and cash balances denominated in US dollars, as well as a net increase of $1.4 million in interest and deferred financing costs amortization expense on the 2030 notes, which included an additional $4.8 million in financial expenses attributable to the derecognition of the unamortized discount and transaction costs related to the repaid portion of the 2030 Notes in July 2026. This was offset in part by savings of $3.4 million in interest and deferred financing costs amortization expense on the 2030 notes following the repayment of the tendered 2030 notes.
Refer to the Segmented Operating Results section for additional details. Adjusted EBITDA is a Non-GAAP measure, refer to the Performance Indicators section for additional details on the calculation of this measure.
As part of the Corporation’s strategy to enhance shareholder value and reduce the discount of its share price relative to the intrinsic value of its net assets, Aimia repurchased 278,900 common shares during the quarter under its NCIB program. Refer to the Normal Course Issuer Bid subsection of the current section for additional details.
PAYMENT OF VALIDLY TENDERED 2030 NOTES
Under the terms of the 2030 Notes, the Bozzetto transaction represented an asset sale scenario, which required the Corporation to make an offer to all 2030 Notes holders (an “Asset Sale Offer”) to purchase the maximum aggregate principal amount of 2030 Notes, on a pro rata basis, that may be purchased using the net proceeds of such Asset Sale at an offer price in cash equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.
Accordingly, Aimia commenced an offer on May 29, 2026, to purchase up to all of its 2030 Notes. The Asset Sale Offer expired on June 26, 2026. Upon the expiry of the offer, an aggregate principal amount of $131.4 million of 2030 Notes was validly tendered and not withdrawn. The payment of the validly tendered 2030 Notes occurred on July 3, 2026, which resulted in an additional financial expense of $4.8 million, reflecting the recognition in the consolidated statement of operations of the unamortized discount and transaction costs attributable to the repaid portion of the 2030 Notes.
NORMAL COURSE ISSUER BID
2025-2026 NCIB
On June 4, 2025, the Corporation announced it had received approval from the Toronto Stock Exchange to purchase up to 5,906,629 of its issued and outstanding common shares under a normal course issuer bid during the period from June 6, 2025, to no later than June 5, 2026 (the "2025-2026 NCIB"). During the nine months ended September 30, 2026, Aimia repurchased and cancelled, under the 2025-2026 NCIB, 1,002,000 common shares for a total consideration of $2.9 million, including the 2% tax on repurchase of equity under Part II.2 of the Income Tax Act (Canada).
2026-2027 NCIB
On June 4, 2026, the Corporation announced it had received approval from the Toronto Stock Exchange to purchase up to 5,012,419 of its issued and outstanding common shares under a normal course issuer bid during the period from June 8, 2026, to no later than June 7, 2027 (the "2026-2027 NCIB").
During the three and nine months ended September 30, 2026, Aimia repurchased and cancelled, under the 2026-2027 NCIB, 278,900 and 376,500 common shares for a total consideration of $0.7 million and $1.0 million, respectively, including the 2% tax on repurchase of equity under Part II.2 of the Income Tax Act (Canada).
Subsequent to September 30, 2026, Aimia repurchased 86,500 common shares for a total consideration of $0.2 million.
Allocation of total consideration
Of the total consideration to repurchase common shares during the nine months ended September 30, 2026, $0.5 million was recorded as a reduction of share capital and $3.4 million as a reduction of contributed surplus.
OTHER 2026 HIGHLIGHTS
CLOSING OF BOZZETTO SALE
On February 9, 2026, the Corporation announced that it entered into a definitive Share Purchase Agreement ("SPA") to sell its interest in Bozzetto. The transaction closed on May 29, 2026. The results of the Bozzetto disposal group are presented and discussed in the Discontinued Operations - Bozzetto section. The cash flow information of the Bozzetto disposal group is presented in the Liquidity and Capital Resources section.
Final net transaction proceeds attributable to Aimia, after deducting proceeds attributable to Bozzetto's management and transaction costs, amounted to $270.0 million. Aimia's share of the final closing adjustments related to working capital and net debt, representing an amount of $1.8 million (€1.1 million), was received during the third quarter of 2026. Aimia recorded a gain on disposal of $21.7 million on this transaction. The gain is presented as part of discontinued operations. The transaction did not give rise to current income tax expense, as the taxable gain was fully offset through the utilization of capital loss carryforwards.
Upon the closing of the sale of Bozzetto, the put options previously granted to Bozzetto and Bozzetto S.A.'s management teams were extinguished. Accordingly, the liability, with a carrying amount of $36.5 million, was derecognized, with the corresponding amount recognized in equity, increasing retained earnings.
Consistent with the terms of its 2030 Notes, the Corporation was required, following the sale of more than 50% of its assets, to offer to purchase all outstanding 2030 Notes at par plus any accrued and unpaid interest. The offer was made to the noteholders on May 29, 2026. More details on the results of the tender offer are presented in the Q3 2026 Highlights section.
Indemnifications
A representation and warranty insurance policy was placed to cover management's representation and warranties. Under the SPA, the Aimia and the Bozzetto management sellers agreed to grant a specific indemnity for potential net remediation costs associated with environmental matters at designated sites, and potential costs arising from a defined legal matter. These indemnities are limited in the aggregate to the lower of €1.0 million or 50% of relevant costs incurred, if any. Each of these specific indemnities is available for 4 years after closing. No amount has been recorded in these financial statements with respect to this clause.
Derivative financial instruments
During the first quarter of 2026, in order to mitigate the risk associated with fluctuations in the Euro against the Canadian dollar on a portion of the expected net proceeds related to Bozzetto sale, Aimia entered into deal contingent foreign exchange forward contracts, with a nominal value of €88.0 million in exchange for approximately $141.7 million (fair value hierarchy classification: level 2). During the second quarter of 2026, Aimia entered into a foreign exchange forward contract, with a nominal value of €40.0 million in exchange for $64.5 million. The Corporation pledged term deposits totaling $7.7 million as collateral to its counterparty to secure its obligations under the foreign exchange forward contract. Following the closing of the transaction and the settlement of the forward exchange contract, the total amount pledged was returned to the Corporation.
Gain on disposal of the Bozzetto business
|
Consideration associated with the disposal of the Bozzetto business | |
|
(in millions of Canadian dollars) |
|
|
Preliminary consideration for the sale of the Bozzetto business at Closing |
292.6 |
|
Final closing adjustments related to working capital and net debt (a) |
1.9 |
|
Transaction costs |
(7.9) |
|
Net consideration for the sale of the Bozzetto business |
286.6 |
|
Net consideration attributable to the non-controlling interests (Bozzetto management) |
(16.6) |
|
Net consideration attributable to the Corporation |
270.0 |
|
Assets and liabilities disposed of | |
|
(in millions of Canadian dollars) |
|
|
Cash and cash equivalents |
25.0 |
|
Income taxes receivable |
0.8 |
|
Accounts receivable |
99.2 |
|
Inventories |
60.2 |
|
Prepaid expenses |
1.2 |
|
Other current assets |
0.8 |
|
Deferred income taxes |
4.0 |
|
Equity-accounted investments |
5.5 |
|
Property, plant and equipment |
102.2 |
|
Intangible assets |
163.1 |
|
Goodwill |
85.2 |
|
Other non-current assets |
0.4 |
|
Accounts payable and accrued liabilities |
(68.1) |
|
Income taxes payable |
(8.2) |
|
Long-term debt |
(126.7) |
|
Lease liabilities |
(9.2) |
|
Other non-current liabilities |
(11.8) |
|
Deferred income taxes |
(40.4) |
|
Net assets (liabilities) disposed of - Total |
283.2 |
|
Non-controlling interests |
(26.9) |
|
Net assets (liabilities) disposed of - Equity holders |
256.3 |
|
Gain before reclassification to net earnings of cumulative translation adjustments |
13.7 |
|
Reclassification to net earnings of cumulative translation adjustments |
8.0 |
|
Gain on the disposal of the Bozzetto business |
21.7 |
- Aimia's share of the final closing adjustments related to working capital and net debt, representing an amount of $1.8 million (€1.1 million), was received during the third quarter of 2026.
PERFORMANCE INDICATORS (INCLUDING CERTAIN NON-GAAP FINANCIAL MEASURES)
GAAP FINANCIAL MEASURES
To measure performance, the Corporation uses and presents several financial measures in accordance with GAAP, including, but not limited to, gross profit (loss), operating income (loss), Earnings (loss) before income taxes, Net earnings (loss) and Earnings (Loss) by Common Share. Aimia's material accounting policy information is included in Note 2 of the audited consolidated financial statements for the year ended December 31, 2025, dated March 23, 2026. Please refer to the Critical Accounting Estimates section for a discussion on the identified areas that are the most subject to judgments, inherently uncertain and which could change significantly in subsequent periods, as well as the Change in Accounting Policies section for the list of revised accounting standards and accounting policies adopted during the three and nine months ended September 30, 2026, and their impacts on the consolidated financial statements.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA
Adjusted EBITDA is not a measurement based on GAAP, is not considered an alternative to net earnings in measuring profitability, does not have a standardized meaning and is not directly comparable to similar measures used by other issuers. Adjusted EBITDA should not be used as an exclusive measure of cash flow because it does not account for the impact of working capital growth, capital expenditures, debt repayments and other sources and uses of cash, which are disclosed in the statements of cash flows. A reconciliation to operating income (loss) is provided.
Adjusted EBITDA is used by management to evaluate the performance of its Cortland International and Holdings segments, as well as the performance of the Bozzetto business until its disposal on May 29, 2026. Management believes Adjusted EBITDA assists investors in comparing Aimia's performance on a consistent basis excluding depreciation and amortization, impairment charges related to non-financial assets and share-based compensation, which are non-cash in nature and can vary significantly depending on accounting methods as well as non-operating factors such as historical cost. Aimia's management believes that the exclusion of business acquisition and/or disposal related expenses assists investors by excluding expenses that are not representative of the run-rate cost structure of its operations.
Adjusted EBITDA is operating income (loss) adjusted to exclude depreciation, amortization, impairment charges related to non-financial assets, cost of sales expense related to inventory fair value step up resulting from purchase price allocation, share-based compensation, expenses related to Cortland International's long-term management incentive plan, gain/loss from the disposal of manufacturing property and land, termination benefits, as well as transaction costs related to business acquisitions and disposals. For a reconciliation of Adjusted EBITDA to operating income (loss), please refer to the Segmented Operating Results section and the Discontinued Operations - Bozzetto section.
OPERATING AND FINANCIAL RESULTS
Certain of the following financial information of Aimia has been derived from, and should be read in conjunction with, the condensed interim consolidated financial statements for the three and nine months ended September 30, 2026 and 2025, and the notes thereto. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.
While the results of the Corporation are not significantly impacted by seasonality, Cortland International usually has lower sales and production volumes in the first quarter of the year. The Cortland International Indian market can also be negatively impacted by the level of rain during the monsoon season (June to September), whereas Bozzetto (discontinued operations), until its disposal on May 29, 2026, usually had lower sales and production volumes in the third and fourth quarters of the year due to plant closures for holiday seasons.
SELECTED CONSOLIDATED OPERATING RESULTS
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||
|
(in millions of Canadian dollars, except share and per share information) |
2026 |
2025 |
2026 |
2025 | ||||
|
Continuing operations |
|
|
|
|
|
|
|
|
|
Revenue from contracts with customers |
45.6 |
|
37.6 |
|
114.7 |
|
116.1 |
|
|
Cost of sales |
(35.2) |
|
(29.3) |
|
(87.7) |
|
(89.3) |
|
|
Gross Profit |
10.4 |
|
8.3 |
|
27.0 |
|
26.8 |
|
|
Operating expenses |
(11.3) |
|
(9.3) |
|
(31.1) |
|
(31.6) |
|
|
Operating income (loss) |
(0.9) |
|
(1.0) |
|
(4.1) |
|
(4.8) |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
(14.3) |
(b) |
3.0 |
(b) |
22.8 |
(b)(c) |
(2.7) |
(b) |
|
Net earnings (loss) attributable to equity holders of the Corporation |
(14.3) |
(b) |
2.2 |
(b) |
20.9 |
(b)(c) |
(5.3) |
(b) |
|
Net earnings (loss) attributable to equity holders of the Corporation - Continuing operations |
(14.3) |
(b) |
(3.2) |
(b) |
(15.4) |
(b) |
(20.5) |
(b) |
|
Net earnings (loss) attributable to equity holders of the Corporation - Discontinued operations |
— |
|
5.4 |
|
36.3 |
(c) |
15.2 |
|
|
Weighted average number of common shares - Basic and diluted |
88,208,268 |
|
91,059,155 |
|
88,718,858 |
|
93,178,943 |
|
|
Earnings (loss) per common share - Basic and fully diluted (a) |
(0.17) |
|
0.02 |
|
0.21 |
|
0.50 |
(d) |
|
Earnings (loss) per common share - Continuing operations - Basic and fully diluted (a) |
(0.17) |
|
(0.04) |
|
(0.20) |
|
0.33 |
(d) |
|
Earnings (loss) per common share - Discontinued operations - Basic and fully diluted |
— |
|
0.06 |
|
0.41 |
|
0.17 |
|
|
Total assets |
407.9 |
|
876.2 |
|
407.9 |
|
876.2 |
|
|
Total non-current liabilities |
33.3 |
|
403.6 |
|
33.3 |
|
403.6 |
|
|
Dividends paid on preferred shares |
0.7 |
|
0.7 |
|
2.1 |
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
|
|
|
|
|
|
|
|
Included in Cost of sales and Net earnings (loss): |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
(2.8) |
|
(2.8) |
|
(8.5) |
|
(8.9) |
|
|
Included in SG&A and Net earnings (loss): |
|
|
|
|
|
|
|
|
|
Share-based compensation |
(0.3) |
|
(0.6) |
|
(0.9) |
|
(1.7) |
|
|
Cortland International's long-term management incentive plan |
(0.7) |
|
(1.1) |
|
(2.0) |
|
(3.2) |
|
|
Termination benefits |
(0.3) |
|
— |
|
(0.7) |
|
— |
|
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
Included in Cost of sales and Net earnings (loss): |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
— |
|
(6.4) |
|
(2.9) |
|
(18.5) |
|
|
Included in SG&A and Net earnings (loss): |
|
|
|
|
|
|
|
|
|
Transaction related income (costs) |
— |
|
— |
|
— |
|
1.1 |
|
|
Additional information: |
|
|
|
|
|
|
|
|
|
Cortland Adjusted EBITDA (e) |
5.7 |
|
5.5 |
|
14.6 |
|
15.8 |
|
|
Holdings Adjusted EBITDA (e) |
(2.5) |
|
(2.0) |
|
(6.6) |
|
(6.8) |
|
|
Adjusted EBITDA from continuing operations (e) |
3.2 |
|
3.5 |
|
8.0 |
|
9.0 |
|
|
Bozzetto Adjusted EBITDA (discontinued operations) (e) |
— |
|
16.8 |
|
34.4 |
|
50.7 |
|
|
Total Adjusted EBITDA (e) |
3.2 |
|
20.3 |
|
42.4 |
|
59.7 |
|
- After deducting cumulative preferred shares dividends (whether declared or not), and after adding the excess of preferred shares' assigned value over consideration exchanged for the repurchase (if any).
- Net earnings (loss) and net earnings (loss) from continuing operations attributable to equity holders of the Corporation for the three and nine months ended September 30, 2026, include $0.3 million and $0.8 million (2025: $0.3 million and $0.8 million), respectively, of Part VI.1 tax expense recognized in the Canadian operations.
- Net earnings (loss) and net earnings (loss) from discontinued operations attributable to equity holders of the Corporation for the nine months ended September 30, 2026, include a gain of $21.7 million related to the sale of the Bozzetto business.
- Basic and diluted earnings per common share for the nine months ended September 30, 2025 include a net gain of $53.8 million attributable to the substantial issuer bid, representing the excess of preferred shares' assigned value over the consideration exchanged for 2030 Notes, net of $1.0 million of transaction costs.
- A Non-GAAP measure. For a reconciliation of Adjusted EBITDA to operating income (loss), please refer to the Cortland International and Holdings Segmented Operating Results sections and the Discontinued operations - Bozzetto section.
SEGMENTED OPERATING RESULTS
This section provides a discussion of the segmented operating results.
CORTLAND INTERNATIONAL
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||
|
(in millions of Canadian dollars) |
2026 |
2025 |
2026 |
2025 | ||||
|
Revenue from contracts with customers |
45.6 |
|
37.6 |
|
114.7 |
|
116.1 |
|
|
Cost of sales |
(35.2) |
|
(29.3) |
|
(87.7) |
|
(89.3) |
|
|
Gross Profit |
10.4 |
|
8.3 |
|
27.0 |
|
26.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
(8.5) |
(b) |
(6.7) |
(b) |
(23.6) |
(b) |
(23.1) |
(b) |
|
Operating income (loss) |
1.9 |
|
1.6 |
|
3.4 |
|
3.7 |
|
|
Interest, dividend and other investment income |
0.1 |
|
0.1 |
|
0.2 |
|
0.3 |
|
|
Financial income (expense), net |
(0.6) |
|
(1.0) |
|
(2.2) |
|
(1.4) |
|
|
Intercompany interest income (expense) |
(2.3) |
|
(2.3) |
|
(6.8) |
|
(6.9) |
|
|
Earning (loss) before income taxes |
(0.9) |
|
(1.6) |
|
(5.4) |
|
(4.3) |
|
|
Reconciliation of Adjusted EBITDA (a) |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
1.9 |
|
1.6 |
|
3.4 |
|
3.7 |
|
|
Depreciation and amortization |
2.8 |
|
2.8 |
|
8.5 |
|
8.9 |
|
|
Long-term management incentive plan |
0.7 |
|
1.1 |
|
2.0 |
|
3.2 |
|
|
Termination benefits |
0.3 |
|
— |
|
0.7 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (a) |
5.7 |
|
5.5 |
|
14.6 |
|
15.8 |
|
|
Adjusted EBITDA margin |
12.5 % |
|
14.6 % |
|
12.7 % |
|
13.6 % |
|
|
Additional information: |
|
|
|
|
|
|
|
|
|
Additions to property, plant & equipment and intangibles assets |
1.6 |
|
1.4 |
|
3.8 |
|
5.3 |
|
- A Non-GAAP measure.
- Selling, general and administrative expenses for the three and nine months ended September 30, 2026, include expenses of $0.7 million and $2.0 million (2025: $1.1 million and $3.2 million), respectively, related to Cortland International's long-term management incentive plan. Additionally, SG&A for the three and nine months ended September 30, 2026, included termination benefits of $0.3 million and $0.7 million (2025: nil), respectively.
Results for the quarter ended September 30, 2026, compared to the quarter ended September 30, 2025
Cortland International's revenue for the three months ended September 30, 2026, amounted to $45.6 million, representing an increase of $8.0 million or 21.3% compared to the same quarter in the prior year. On a constant currency basis, the variance represents an increase of $7.3 million or 19.4%, mainly due to a positive variance in pricing due to raw materials and freight surcharges implemented to offset the rise in the associated costs that are linked to crude oil prices. Crude oil prices, which are a key underlying driver for certain base polymer materials used by Cortland, increased during the period compared to the same period in the prior year as a result of the geopolitical tensions in the Middle East. The revenue increase was also due to higher sales volume in the United States related to the aerospace and defense, and industrial and safety sectors, as well as increased demand in the fishing and aquaculture sector. This was partly offset by a reduction in overall sales volume related to lower market demand in other sectors resulting from selling price increases implemented in response to rising raw materials costs, and the negative impact of the weakening of the Indian Rupee relative to the US dollar for domestic sales in India.
Cost of sales for the three months ended September 30, 2026, amounted to $35.2 million, representing an increase of $5.9 million or 20.1%. Excluding depreciation and amortization expense of $2.8 million in the current quarter and $2.8 million during the same quarter of the prior year, cost of sales increased by $5.9 million or 22.3%. On a constant currency basis, and excluding the items listed above, cost of sales increased by $5.4 million or 20.4%, mostly due to higher raw materials costs described above and product mix, offset in part by decreased sales volume.
Selling, general and administrative expenses for the three months ended September 30, 2026 and 2025, amounted to $8.5 million and $6.7 million, respectively, and included expenses related to Cortland International's long-term management incentive plan of $0.7 million and $1.1 million, respectively. In addition, SG&A expenses for the three months ended September 30, 2026, include $0.3 million in termination benefits. Excluding these expenses, selling, general and administrative expenses increased by $1.9 million or $1.8 million on a constant currency basis, mainly due to higher freight costs driven by ongoing geopolitical disruptions in the Middle East affecting shipping pricing and logistics, as well as higher compensation costs, offset in part by lower sales volume.
Cortland International's Adjusted EBITDA amounted to $5.7 million, or a margin of 12.5%, for the three months ended September 30, 2026, an increase of $0.2 million or $0.1 million on a constant currency basis, primarily driven by higher gross profit, offset in part by higher selling, general and administrative expenses excluding items not included in Adjusted EBITDA.
Earnings (loss) before income taxes increased by $0.7 million, due to a reduction in net financial expenses of $0.4 million driven by a lower foreign exchange loss on the translation to Indian rupees of an intercompany loan denominated in US dollars, and a $0.3 million improvement in operating income described above.
Results for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025
Cortland International's revenue for the nine months ended September 30, 2026, amounted to $114.7 million, representing a decrease of $1.4 million or 1.2% compared to the same period in the prior year. On a constant currency basis, the variance represents a decrease of $0.4 million or 0.3%. The decrease was mostly due to lower sales volume mainly driven by a reduction in project-based work in the offshore energy sector, timing of orders, and general market softness resulting from the impact of selling price increases implemented in response to rising raw materials costs that are linked to crude oil prices. Crude oil prices, which are a key underlying driver for certain base polymer materials used by Cortland, increased during the period as a result of the geopolitical tensions in the Middle East. Revenue was also negatively impacted by the weakening of the Indian Rupee relative to the US dollar for domestic sales in India. The decrease in revenue was offset in part by an increase in sales in the fishing and aquaculture sector and by a positive variance in pricing due to raw materials and freight surcharges implemented to offset the rise in the associated costs.
Cost of sales for the nine months ended September 30, 2026, amounted to $87.7 million, representing a decrease of $1.6 million or 1.8%. Excluding depreciation and amortization expense of $8.5 million in the current period and $8.9 million during the same period of the prior year, cost of sales decreased by $1.2 million. On a constant currency basis, and excluding the items listed above, cost of sales decreased by $0.5 million or 0.6%, mostly due to decreased sales volume offset in part by higher raw materials costs described above.
Selling, general and administrative expenses for the nine months ended September 30, 2026 and 2025, amounted to $23.6 million and $23.1 million, respectively, and included expenses related to Cortland International's long-term management incentive plan of $2.0 million and $3.2 million, respectively. In addition, SG&A expenses for the nine months ended September 30, 2026, include $0.7 million in termination benefits related to the departure of Cortland's former Chief Executive Officer and other streamlining initiatives. Excluding these expenses, selling, general and administrative expenses increased by $1.0 million or $1.2 million on a constant currency basis, mainly due to higher freight costs driven by ongoing geopolitical disruptions in the Middle East affecting shipping pricing and logistics, as well as higher compensation costs, offset in part by lower sales volume and higher operating foreign exchange gains.
Cortland International's Adjusted EBITDA amounted to $14.6 million, or a margin of 12.7%, for the nine months ended September 30, 2026, representing a decrease of $1.2 million or $1.1 million on a constant currency basis over the same period in the prior year, mainly driven by higher selling, general and administrative expenses excluding items not included in Adjusted EBITDA.
Earnings (loss) before income taxes decreased by $1.1 million, mainly due to an increase in net financial expenses of $0.8 million driven by a higher foreign exchange loss on the translation to Indian rupees of an intercompany loan denominated in US dollars, and a $0.3 million reduction in operating income described above.
HOLDINGS
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||
|
(in millions of Canadian dollars) |
2026 |
2025 |
2026 |
2025 | ||||
|
Operating expenses |
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
(2.8) |
|
(2.6) |
|
(7.5) |
|
(8.5) |
|
|
Operating income (loss) |
(2.8) |
|
(2.6) |
|
(7.5) |
|
(8.5) |
|
|
Net change in fair value of investments |
(6.4) |
|
0.3 |
|
(4.5) |
|
(0.6) |
|
|
Interest, dividend and other investment income |
1.3 |
|
3.0 |
|
2.7 |
|
3.8 |
|
|
Financial income (expense), net |
(6.3) |
|
(2.2) |
|
(6.2) |
|
(14.2) |
|
|
Fair value gain (loss) on Aimia warrants |
0.5 |
|
(1.7) |
|
1.5 |
|
(1.3) |
|
|
Intercompany interest income (expense) |
2.3 |
|
2.3 |
|
6.8 |
|
6.9 |
|
|
Earnings (loss) before income taxes |
(11.4) |
|
(0.9) |
|
(7.2) |
|
(13.9) |
|
|
|
|
|
|
|
|
|
|
|
|
Included in Selling, general and administrative expenses and Net earnings (loss) before income taxes: |
|
|
|
|
|
|
|
|
|
Share-based compensation (expense) reversal |
(0.3) |
|
(0.6) |
|
(0.9) |
|
(1.7) |
|
|
Reconciliation of Adjusted EBITDA (a) |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
(2.8) |
|
(2.6) |
|
(7.5) |
|
(8.5) |
|
|
Share-based compensation expense (reversal) |
0.3 |
|
0.6 |
|
0.9 |
|
1.7 |
|
|
Adjusted EBITDA (a) |
(2.5) |
|
(2.0) |
|
(6.6) |
|
(6.8) |
|
- A Non-GAAP measure.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Quarter ended September 30, 2026, compared to quarter ended September 30, 2025
Selling, general and administrative expenses for the three months ended September 30, 2026, amounted to $2.8 million, an increase of $0.2 million compared to the three months ended September 30, 2025.
Selling, general and administrative expenses for the three months ended September 30, 2026, included $0.3 million of stock-based compensation expense (2025: $0.6 million) as well as $1.1 million of one-time legal and professional fees related to strategic initiatives and AIM listing activities. Excluding these items, and a $0.1 million of legal fees related to the CRA settlement in the prior year, the SG&A expenses for the three months ended September 30, 2026 and 2025, amounted to $1.4 million and $1.9 million, respectively, representing a $0.5 million or 26.3% costs reduction, driven by cost-cutting initiatives, which resulted in lower insurance costs, as well as lower professional, advisory and services fees.
Nine months ended September 30, 2026, compared to the nine months ended September 30, 2025
Selling, general and administrative expenses for the nine months ended September 30, 2026, amounted to $7.5 million, a decrease of $1.0 million compared to the nine months ended September 30, 2025, which included a favorable variance of $0.8 million related to share-based compensation, driven by the revaluation of the DSU liability as well as lower board of directors compensation.
Selling, general and administrative expenses for the nine months ended September 30, 2026, included $0.9 million of stock-based compensation expense (2025: $1.7 million) as well as $2.0 million of one-time legal and professional fees related to strategic initiatives and multi-listing activities resulting from the Corporation getting listed on the AIM Market of the London Stock Exchange and the Johannesburg Stock Exchange during the year. Excluding these items, and a $0.4 million of legal fees related to the CRA settlement in the prior year, the SG&A expenses for the nine months ended September 30, 2026 and 2025, amounted to $4.6 million and $6.4 million, respectively, representing a $1.8 million or 28.1% costs reduction, due to cost-cutting initiatives, which resulted in lower professional, advisory and services fees, insurance costs, board of directors compensation and rent expense.
NET CHANGE IN FAIR VALUE OF INVESTMENTS
As of September 30, 2026, the value of the Holdings segment's investments in marketable securities and other investments accounted for at fair value is detailed below:
|
|
|
September 30, |
|
December 31, |
|
(in millions of Canadian dollars) |
Hierarchy |
2026 |
|
2025 |
|
Investment in marketable securities |
|
|
|
|
|
|
|
|
|
|
|
Marketable securities |
Level 1 |
28.7 |
|
— |
|
Total |
|
28.7 |
|
— |
|
|
|
|
|
|
|
Investments in private companies and other financial instruments |
|
|
|
|
|
|
|
|
|
|
|
Clear Media Limited |
Level 3 |
4.0 |
|
12.0 |
|
Investment funds |
Level 2 |
— |
|
3.1 |
|
Total |
|
4.0 |
|
15.1 |
The net change in fair value of investments for the three and nine months ended September 30, 2026 and 2025 is detailed below.
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||
|
(in millions of Canadian dollars) |
Hierarchy |
2026 |
2025 |
2026 |
2025 | ||
|
|
|
|
|
|
|
|
|
|
Realized fair value gain (loss) |
|
|
|
|
|
|
|
|
Marketable securities |
Level 1 |
0.1 |
|
— |
0.1 |
— |
— |
|
Investment funds |
Level 2 |
1.8 |
|
— |
1.8 |
— |
— |
|
|
|
|
|
|
|
|
|
|
Net change in unrealized fair value |
|
|
|
|
|
|
|
|
Marketable securities |
Level 1 |
1.8 |
|
— |
2.2 |
|
— |
|
Clear Media |
Level 3 |
(8.3) |
|
0.3 |
(8.0) |
|
(0.4) |
|
Investment funds |
Level 2 |
(1.8) |
|
— |
(0.6) |
|
(0.2) |
|
Net change in fair value of investments |
|
(6.4) |
|
0.3 |
(4.5) |
|
(0.6) |
The Corporation recorded an unrealized fair value loss of $8.3 million and $8.0 million in the three and nine months ended September 30, 2026, respectively, on its investment in Clear Media. The decrease in estimated fair value is due to a contractual dispute with a landlord in a major Chinese city that is impacting the liquidity and revenue generation of the business. Aimia is in regular contact with Clear Media management to monitor this ongoing matter.
Additionally, during the three months ended September 30, 2026, the Corporation redeemed all of its investment in investment funds for a total value of $4.3 million at the time of redemption. Of this amount, $3.9 million (90% of the value) was received during the three months ended September 30, 2026, with the remaining $0.4 million (10% of the value) being recorded in accounts receivable until the release of the funds to Aimia upon the finalization of the audit of the investment funds.
Financial assets and financial liabilities at amortized cost
The carrying amounts reported in the consolidated statement of financial position for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values based on the immediate or short-term maturities of these financial instruments.
The carrying amount of Holdings' 2030 Notes, which are measured at amortized cost, and the fair value thereof, are as set out in the following table:
|
|
|
September 30, 2026 | |
|
(in millions of Canadian dollars) |
Hierarchy |
Carrying value |
Fair Value |
|
Holdings' 2030 Notes (including accrued interest payable) |
Level 2 |
11.2 |
11.2 |
INTEREST, DIVIDEND AND OTHER INVESTMENT INCOME
Interest, dividend and other investment income for the three months ended September 30, 2026, amounted to $1.3 million, a decrease of $1.7 million compared to the same quarter in the prior year, primarily due to $2.7 million of income recorded during the third quarter of 2025 upon the processing of the settlement agreement with the CRA, offset in part by an increase in interest income earned on cash and cash equivalents, driven by a higher level of cash following the completion of the sale of the Bozzetto business at the end of May 2026.
Interest, dividend and other investment income for the nine months ended September 30, 2026, amounted to $2.7 million, a decrease of $1.1 million compared to same period in the prior year, primarily due to $2.7 million of income recorded during the third quarter of 2025 upon the processing of the settlement agreement with the CRA, offset in part by an increase in interest income earned on cash and cash equivalents, driven by a higher level of cash following the completion of the sale of the Bozzetto business at the end of May 2026.
FINANCIAL INCOME (EXPENSE), NET
Net financial income (expense) for the three months ended September 30, 2026, amounted to $(6.3) million, an unfavorable variance of $4.1 million compared to the same quarter in the prior year, primarily due to an unfavorable variance of $2.9 million in foreign exchange on the translation to Canadian dollars of intercompany receivables and cash balances denominated in US dollars. Additionally, a net increase of $1.4 million in interest and deferred financing costs amortization expense on the 2030 notes also contributed to the variance, which included an additional financial expense of $4.8 million, reflecting the recognition in the consolidated statement of operations of the unamortized discount and transaction costs attributable to the repaid portion of the 2030 Notes, which was offset in part by savings of $3.4 million in interest and deferred financing costs amortization expense on the 2030 notes following the repayment of the tendered 2030 notes.
Net financial income (expense) for the nine months ended September 30, 2026, amounted to $(6.2) million, a favorable variance of $8.0 million compared to the same period in the prior year, primarily due to a favorable variance of $9.4 million in foreign exchange on the translation to Canadian dollars of intercompany receivables and cash balances denominated in US dollars. This factor was offset in part by a net increase of $2.0 million in interest and deferred financing costs amortization expense on the 2030 notes, which included an additional financial expense of $4.8 million, reflecting the recognition in the consolidated statement of operations of the unamortized discount and transaction costs attributable to the repaid portion of the 2030 Notes, which was offset in part by savings of $2.8 million in interest and deferred financing costs amortization expense on the 2030 notes following the repayment of the tendered 2030 notes.
DISCONTINUED OPERATIONS - BOZZETTO
The following table presents the results of the Bozzetto segment until its disposal on May 29, 2026.
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||
|
(in millions of Canadian dollars) |
2026 |
2025 |
2026 (b) |
2025 | ||||
|
Revenue from contracts with customers |
— |
|
88.8 |
|
163.0 |
|
268.8 |
|
|
Cost of sales |
— |
|
(62.7) |
|
(103.1) |
|
(190.3) |
|
|
Gross Profit |
— |
|
26.1 |
|
59.9 |
|
78.5 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
— |
|
(15.7) |
|
(28.4) |
|
(45.2) |
(c) |
|
Operating income (loss) |
— |
|
10.4 |
|
31.5 |
|
33.3 |
|
|
Gain on disposal of business |
— |
|
— |
|
21.7 |
|
— |
|
|
Interest, dividend and other investment income (loss) |
— |
|
0.2 |
|
0.2 |
|
0.5 |
|
|
Share of net earnings (loss) from equity-accounted investments |
— |
|
0.3 |
|
— |
|
0.5 |
|
|
Financial expense, net |
— |
|
(4.3) |
|
(7.2) |
|
(13.7) |
|
|
Fair value gain (loss) on contingent consideration |
— |
|
— |
|
0.2 |
|
0.9 |
|
|
Earning (loss) before income taxes |
— |
|
6.6 |
|
46.4 |
|
21.5 |
|
|
Reconciliation of Adjusted EBITDA (a) |
|
|
|
|
|
|
|
|
|
Operating income (loss) |
— |
|
10.4 |
|
31.5 |
|
33.3 |
|
|
Depreciation and amortization (d) |
— |
|
6.4 |
|
2.9 |
|
18.5 |
|
|
Transaction related costs (income) |
— |
|
— |
|
— |
|
(1.1) |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (a) |
— |
|
16.8 |
|
34.4 |
|
50.7 |
|
|
Adjusted EBITDA margin |
N/A |
|
18.9 % |
|
21.1 % |
|
18.9 % |
|
|
Additional information |
|
|
|
|
|
|
|
|
|
Additions to property, plant & equipment and intangibles assets |
— |
|
2.8 |
|
4.3 |
|
6.4 |
|
- A Non-GAAP measure.
- Given the disposal of the Bozzetto business on May 29, 2026, the nine months ended September 30, 2026 only include the results of Bozzetto for the partial period from January 1, 2026, to May 29, 2026.
- SG&A for the nine months ended September 30, 2025, include transaction income related to business acquisitions of $1.1 million, representing a value-added tax recovery during the period related to transactions costs expensed in prior periods.
- The property, plant and equipment, and the intangible assets were no longer being depreciated or amortized subsequent to the held for sale designation.
Results for the quarter and nine months ended September 30, 2026, compared to the quarter and nine months ended September 30, 2025
Given the fact that the three months ended September 30, 2026, include no results from Bozzetto, and the nine months ended September 30, 2026 only include the results of Bozzetto for a partial period (from January 1, 2026 to May 29, 2026), compared to full periods for the three and nine months ended September 30, 2025, a comparison of the results is not meaningful.
SUMMARY OF QUARTERLY RESULTS
This section includes selected sequential quarterly data for the eight quarters ended September 30, 2026.
|
|
2026 |
2025 |
2024 | |||||||||||||
|
(in millions of Canadian dollars, except per share amounts) |
Q3 |
Q2 |
Q1 |
Q4 |
Q3 |
Q2 |
Q1 |
Q4 | ||||||||
|
Revenue from contracts with customers |
45.6 |
|
36.4 |
|
32.7 |
|
34.3 |
|
37.6 |
|
37.8 |
|
40.7 |
|
41.4 |
|
|
Cost of sales |
(35.2) |
|
(27.7) |
|
(24.8) |
|
(27.4) |
|
(29.3) |
|
(29.0) |
|
(31.0) |
|
(33.1) |
|
|
Gross Profit |
10.4 |
|
8.7 |
|
7.9 |
|
6.9 |
|
8.3 |
|
8.8 |
|
9.7 |
|
8.3 |
|
|
Operating expenses |
(11.3) |
|
(10.1) |
|
(9.7) |
|
(21.4) |
(e) |
(9.3) |
|
(10.6) |
|
(11.7) |
|
(35.9) |
(e) |
|
Operating income (loss) |
(0.9) |
|
(1.4) |
|
(1.8) |
|
(14.5) |
|
(1.0) |
|
(1.8) |
|
(2.0) |
|
(27.6) |
|
|
Net earnings (loss) attributable to equity holders of the Corporation |
(14.3) |
(d) |
32.5 |
(c)(d) |
2.7 |
(c)(d) |
(10.9) |
(c)(d)(e) |
2.2 |
(d) |
(6.9) |
(d) |
(0.6) |
(c)(d) |
(42.1) |
(d)(e) |
|
Continuing operations |
(14.3) |
|
3.1 |
|
(4.2) |
|
(16.1) |
|
(3.2) |
|
(11.6) |
|
(5.7) |
|
(40.7) |
|
|
Discontinued operations |
— |
|
29.4 |
|
6.9 |
|
5.2 |
|
5.4 |
|
4.7 |
|
5.1 |
|
(1.4) |
|
|
Earnings (loss) per common share - Basic and diluted (a) |
(0.17) |
|
0.36 |
|
0.02 |
|
(0.13) |
|
0.02 |
|
(0.08) |
|
0.55 |
(f) |
(0.48) |
|
|
Continuing operations (a) |
(0.17) |
|
0.03 |
|
(0.05) |
|
(0.19) |
|
(0.04) |
|
(0.13) |
|
0.50 |
(f) |
(0.46) |
|
|
Discontinued operations |
— |
|
0.33 |
|
0.07 |
|
0.06 |
|
0.06 |
|
0.05 |
|
0.05 |
|
(0.02) |
|
|
Adjusted EBITDA - Cortland International (b) |
5.7 |
|
4.4 |
|
4.5 |
|
4.1 |
|
5.5 |
|
4.9 |
|
5.4 |
|
6.7 |
|
|
Adjusted EBITDA - Holdings (b) |
(2.5) |
|
(2.1) |
|
(2.0) |
|
(2.4) |
|
(2.0) |
|
(2.1) |
|
(2.7) |
|
(2.8) |
|
|
Adjusted EBITDA - Continuing operations (b) |
3.2 |
|
2.3 |
|
2.5 |
|
1.7 |
|
3.5 |
|
2.8 |
|
2.7 |
|
3.9 |
|
|
Adjusted EBITDA - Bozzetto (discontinued operations) (b) |
— |
|
16.5 |
|
17.9 |
|
15.0 |
|
16.8 |
|
16.9 |
|
17.0 |
|
13.4 |
|
|
Adjusted EBITDA - Total (b) |
3.2 |
|
18.8 |
|
20.4 |
|
16.7 |
|
20.3 |
|
19.7 |
|
19.7 |
|
17.3 |
|
- After deducting cumulative preferred shares dividends (whether declared or not) for the period and after adding the excess of preferred shares' assigned value over consideration exchanged for the repurchase (if any).
- A non-GAAP measure. Please refer to the Performance indicators (including certain Non-GAAP Financial Measures) section for additional information on this measure.
- Net earnings/loss from discontinued operations include a gain of $21.7 million related to the disposal of the Bozzetto business in the three months ended June 30, 2026, transaction and transition (income) costs related to business acquisitions/disposals of $(0.7) million for the three months ended June 30, 2026, $0.7 million for the three months ended March 31, 2026, $2.9 million for the three months ended December 31, 2025 and $(1.1) million for the three months ended March 31, 2025.
- Includes net change in fair value of investments of $(6.4) million for the three months ended September 30, 2026, $1.9 million for the three months ended June 30, 2026, nil for the three months ended March 31, 2026, $0.7 million for the three months ended December 31, 2025, $0.3 million for the three months ended September 30, 2025, $(0.4) million for the three months ended June 30, 2025, $(0.5) million for the three months ended March 31, 2025 and $(16.0) million for the three months ended December 31, 2024.
- Operating expenses and Net loss from continuing operations attributable to equity holders of the Corporation for the three months ended December 31, 2025 and 2024, include goodwill impairment charges of $14.0 million and $28.7 million, respectively, related to the Cortland International group of CGUs.
- Basic and diluted earnings per common share for the three months ended March 31, 2025, include a gain of $53.8 million attributable to the substantial issuer bid, representing the excess of preferred shares' assigned value over the consideration exchanged for the 2030 Notes, net of $1.0 million of transaction costs.
LIQUIDITY AND CAPITAL RESOURCES
The following table provides an overview of Aimia's cash flows for the periods indicated:
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||
|
(in millions of Canadian dollars) |
|
2026 |
2025 |
2026 |
2025 |
|
|
Total cash and cash equivalents, beginning of period |
|
294.5 |
70.5 |
109.2 |
95.4 |
|
|
Cash from (used in) operating activities |
|
(1.6) |
15.1 |
4.9 |
36.7 |
|
|
Cash from (used in) investing activities |
|
(8.5) |
28.2 |
217.7 |
25.4 |
|
|
Cash from (used in) financing activities |
|
(131.2) |
(8.3) |
(181.0) |
(50.4) |
|
|
Translation adjustment related to cash |
|
(0.7) |
1.0 |
1.7 |
(0.6) |
|
|
Total cash and cash equivalents, end of period |
|
152.5 |
106.5 |
152.5 |
106.5 |
|
|
|
|
|
|
|
|
|
|
Cash generated (used) by the Bozzetto disposal group included within the captions above: |
|
|
|
|
|
|
|
Cash from (used in) operating activities |
|
— |
14.3 |
15.8 |
38.2 |
|
|
Cash from (used in) investing activities - Net proceeds from the disposal of business, net of cash disposed |
|
1.8 |
— |
245.0 |
— |
|
|
Cash from (used in) investing activities - Other |
|
— |
(0.7) |
(4.6) |
(4.0) |
|
|
Cash from (used in) financing activities |
|
— |
(3.9) |
(36.8) |
(24.7) |
|
|
Translation adjustment related to cash |
|
— |
0.7 |
(0.1) |
1.1 |
|
|
Net cash generated (used) by the Bozzetto disposal group |
|
1.8 |
10.4 |
219.3 |
10.6 |
|
OPERATING ACTIVITIES
Cash from (used in) operating activities are mainly generated by revenues from contract with customers, reduced by cost of sales, operating expenses as well as income taxes paid.
Cash flows from (used in) operating activities amounted to $(1.6) million for the three months ended September 30, 2026, all of which was generated (used) by continuing operations. Cash flows from (used in) operating activities amounted to $15.1 million for the three months ended September 30, 2025, of which $0.8 million was generated (used) by continuing operations and $14.3 million by discontinued operations.
Cash flows from (used in) operating activities amounted to $4.9 million for the nine months ended September 30, 2026, of which $(10.9) million was generated (used) by continuing operations and $15.8 million by discontinued operations. Cash flows from (used in) operating activities amounted to $36.7 million for the nine months ended September 30, 2025, of which $(1.5) million was generated (used) by continuing operations and $38.2 million by discontinued operations.
Operating activities - Continuing operations
Cash flows from (used in) operating activities attributable to continuing operations amounted to $(1.6) million for the three months ended September 30, 2026, compared to $0.8 million for the three months ended September 30, 2025, representing an unfavorable variance of $2.4 million which is primarily due to:
• an unfavorable variance of $4.4 million in the change in net operating assets and other; and
• an unfavorable variance in the Holdings segment cash costs of $0.5 million, offset in part by
• an increase in Adjusted EBITDA contribution from Cortland International of $0.2 million; and
• a reduction in income tax paid of $2.3 million, primarily due to a tax payment made in the third quarter of 2025 related to the receipt of the PLM earn-out in 2024.
Cash flows from (used in) operating activities attributable to continuing operations amounted to $(10.9) million for the nine months ended September 30, 2026, compared to $(1.5) million for the nine months ended September 30, 2025. Cash flows from (used in) operating activities attributable to continuing operations for the nine months ended September 30, 2026, include the payment of a lump sum of $5.2 million to a former executive as part of a settlement agreement of a claim initiated in 2020. Excluding this item, cash flows from operating activities for the nine months ended September 30, 2026, amounted to $(5.7) million, representing an unfavorable variance of $4.2 million which is primarily due to:
• an unfavorable variance of $11.7 million in the change in net operating assets and other; and
• a lower Adjusted EBITDA contribution from Cortland International of $1.2 million; offset in part by
• a decrease in income tax paid of $8.5 million, driven mostly by lower Part VI.1 tax paid due to timing of payments, as well as to a tax payment made in the third quarter of 2025 related to the receipt of the PLM earn-out in 2024; and
• a favorable variance in the Holdings segment cash costs of $0.2 million.
INVESTING ACTIVITIES
Cash from (used in) investing activities for the three months ended September 30, 2026, amounted to $(8.5) million and included the following:
• $15.5 million for the purchase of marketable securities; and
• $1.6 million of additions to property plant and equipment and intangible assets; offset in part by
• $3.9 million in proceeds from the redemption of investment funds;
• $2.0 million in interest received;
• $1.8 million related to the sale of Bozzetto, representing Aimia's share of the final closing adjustment related to working capital and net debt; and
• $0.9 million in proceeds from the sale of investments in marketable securities.
Cash from (used in) investing activities for the nine months ended September 30, 2026, amounted to $217.7 million and included the additional following items which occurred during the six months ended June 30, 2026:
• $243.2 million related to the sale of Bozzetto, representing net cash proceeds of $268.2 million received at closing, less $25.0 million of cash held by Bozzetto;
• $1.4 million in proceeds from the sale of investments in marketable securities;
• $1.0 million in interest received; and
• $0.8 million in loan repayment from Kognitiv, representing a partial repayment of the secured promissory note; offset in part by
• $13.2 million for the purchase of marketable securities;
• $6.5 million of additions to property, plant and equipment, and intangible assets; and
• $0.5 million of earn-out payment related to the acquisition of Bozzetto S.A. in 2024.
Cash from (used in) investing activities for the three months ended September 30, 2025, amounted to $28.2 million and included the following:
• $29.3 million in proceeds from the settlement of tax matters related to a former subsidiary;
• $1.8 million in proceeds from the disposal of property plant and equipment (idled facility);
• $0.5 million loan repayments from Kognitiv, representing a partial repayment of the secured promissory note; and
• $0.8 million in interest received; offset in part by
• $4.2 million of additions to property plant and equipment and intangible assets.
Cash from (used in) investing activities for the nine months ended September 30, 2025, amounted to $25.4 million and included the additional following items which occurred during the six months ended June 30, 2025:
• $3.2 million loan repayments from Kognitiv, representing the full repayment of the DIP and bridge loans, as well as the partial repayment of the secured promissory note;
• $1.9 million in interest received;
• $0.1 million of proceeds from the disposal of money market fund held through Tufropes; offset in part by
• $7.5 million of additions to property plant and equipment and intangible assets; and
• $0.5 million in DIP loan to Kognitiv.
FINANCING ACTIVITIES
Cash from (used in) financing activities for the three months ended September 30, 2026, amounted to $(131.2) million and included the following:
• $131.4 million of principal repayments for the validly tendered 2030 Notes;
• $0.7 million for the repurchase of common shares through normal course issuer bid;
• $0.7 million paid for preferred shares dividends;
• $0.3 million paid related to principal elements of lease payments; and
• $0.2 million of interest paid; offset in part by
• $2.1 million of proceeds from other borrowings.
Cash from (used in) financing activities for the nine months ended September 30, 2026, amounted to $(181.0) million and included the additional following items which occurred during the six months ended June 30, 2026:
• $24.6 million of principal repayments done by Bozzetto on its credit facilities, including $22.6 million of voluntary prepayments ahead of their contractual due dates;
• $8.0 million of interest paid;
• $7.5 million of reimbursement of other borrowings;
• $4.8 million in dividends paid to Bozzetto S.A. non-controlling interests;
• $3.2 million for the repurchase of common shares through normal course issuer bid;
• $2.2 million paid related to principal elements of lease payments; and
• $1.4 million paid for preferred shares dividends; offset in part by
• $1.9 million of proceeds from other borrowings.
Cash from (used in) financing activities for the three months ended September 30, 2025, amounted to $(8.3) million and included the following:
• $3.3 million for the repurchase of common shares through the normal course issuer bid;
• $2.0 million of principal repayments done by Bozzetto on its credit facilities;
• $1.3 million paid related to principal elements of lease payments;
• $0.7 million paid for preferred shares dividends;
• $0.5 million of interest paid;
• $0.4 million of reimbursement by Bozzetto of other borrowings;
• $0.2 million in dividends paid to Bozzetto S.A. non-controlling interests; and
• $0.2 million paid for the repurchase of a non-controlling interest in Bozzetto; offset in part by
• $0.3 million of proceeds from other borrowings.
Cash from (used in) financing activities for the nine months ended September 30, 2025, amounted to $(50.4) million and included the additional following items which occurred during the six months ended June 30, 2025:
• $12.4 million of interest paid;
• $11.3 million of principal repayments done by Bozzetto on its credit facilities, including $6.3 million in voluntary prepayments ahead of their contractual due dates;
• $9.8 million for the repurchase of common shares through the normal course issuer bid;
• $3.8 million of transaction costs paid in connection with the substantial issuer bid and 2030 Notes;
• $2.2 million paid related to principal elements of lease payments;
• $1.9 million in dividends paid to Bozzetto S.A. non-controlling interests;
• $1.6 million of reimbursement by Bozzetto of other borrowings;
• $1.4 million paid for preferred shares dividends; offset in part by
• $2.3 million in proceeds from other borrowings.
LIQUIDITY
The following table presents an overview of Aimia's liquidity as of September 30, 2026.
|
As at |
September 30, |
|
(in millions of Canadian dollars) |
2026 |
|
Cash and cash equivalents |
152.5 |
|
Investments in marketable securities |
28.7 |
|
Other current borrowings |
(4.1) |
|
Liquidity position |
177.1 |
Of the $152.5 million cash and cash equivalents balance, $7.0 million is held in Cortland International and $145.5 million in the Holdings segments, respectively.
Excluding any investing and one-time fees related to strategic and multi-listing activities, Aimia estimates having an annualized holding company operating cash expenses of $7.0 million going forward.
Following the repayment on July 3, 2026 of the 2030 Notes validly tendered, Aimia has annual cash requirements of $1.1 million for interest payments with respect to the remaining outstanding Senior Notes.
The Corporation also estimates to have annual cash requirements for preferred shares dividends of $2.8 million, if and when declared and paid, and up to $1.1 million of associated Part VI.1 tax.
These cash requirements are expected to be met from the Corporation’s source of capital listed above and from the cash flows from operations generated by Cortland International. The Corporation also has the option, in its sole discretion, to pay interest on the 2030 Notes in paid-in-kind interest at a 1.5% premium to the cash coupon ("PIK Interest"); provided, however, that Aimia shall not be entitled to make PIK Interest payments on the 2030 Notes if concurrently with such payments Aimia satisfies its obligations ranking junior to the 2030 Notes (not including any obligations of Cortland).
The amount held in cash, cash equivalents and investments, as well as the types of securities in which it may be invested, are based on policies established by the Board of Directors, which are reviewed periodically.
LONG-TERM DEBT
The table below provides additional details on the cash movements related to the following line items included in the consolidated statements of cash flows for the three and nine months ended September 30, 2026 and 2025:
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | ||
|
(in millions of Canadian dollars) |
2026 |
2025 |
2026 |
2025 |
|
INCLUDED IN FINANCING ACTIVITIES |
|
|
|
|
|
Interest paid |
|
|
|
|
|
Bozzetto - Senior credit facilities |
— |
(0.2) |
(0.2) |
(5.7) |
|
Holdings - 2030 Notes |
— |
— |
(7.0) |
(6.4) |
|
Other |
(0.2) |
(0.3) |
(1.0) |
(0.8) |
|
Total |
(0.2) |
(0.5) |
(8.2) |
(12.9) |
|
|
|
|
|
|
|
Repayment of long-term debt |
|
|
|
|
|
Bozzetto - Senior credit facilities |
— |
(2.0) |
(24.6) |
(13.3) |
|
Holdings - 2030 Notes |
(131.4) |
— |
(131.4) |
— |
|
Total |
(131.4) |
(2.0) |
(156.0) |
(13.3) |
Holdings - 2030 Notes
|
(in millions of Canadian dollars) |
Outstanding at |
Maturity |
|
2030 Notes - Principal |
11.2 |
January 2030 |
|
Accrued interest payable |
0.3 |
|
|
Unamortized discount and transaction costs |
(0.3) |
|
|
Total debt - Holdings segment |
11.2 |
|
|
Less: current portion (accrued interest payable) |
(0.3) |
|
|
Long-term debt - Holdings segment |
10.9 |
|
Aimia is not required to make any mandatory redemption payments with respect to the 2030 Notes other than at maturity. However, Aimia may be required to offer to purchase the 2030 Notes under certain asset sale or change of control scenarios.
Mandatory offer to purchase - Asset Sale and Bozzetto transaction
Refer to the Q3 2026 Highlights section for additional details and results of the tender offer following the closing of the Bozzetto transaction.
Mandatory offer to purchase - Change in control
Under the change of control scenario, the Corporation would be required to make an offer to all 2030 Notes holders (a “Change of Control Offer”) to purchase all outstanding Notes at an offer price in cash equal to 101% of the principal amount of each Note to be redeemed, plus accrued and unpaid interest.
2025 Substantial Issuer Bid
Pursuant to the Substantial Issuer Bid, as of January 30, 2025, 4,528,157 Preferred Shares, Series 1, 660,174 Preferred Shares, Series 3 and 2,701,600 Preferred Shares, Series 4, were validly tendered and exchanged for considerations totaling $138.3 million into 2030 Notes, representing 97% of the par value, maturing on January 14, 2030. In addition, the Corporation paid transaction costs of $3.8 million in the first quarter of 2025 in connection with the SIB, which included $0.3 million of sales tax which were subsequently recovered in the fourth quarter of 2025. Of the net transaction costs, $2.5 million was recorded as deferred financing costs and $1.0 million recorded against Retained Earnings (Deficit) in the consolidated statement of changes in equity.
The 2030 Notes bear interest at an annual rate of 9.75% payable semi-annually in arrears on June 30 and December 31 in each year (or the immediately following Business Day if any interest payment date would not otherwise be a Business Day). Aimia has the option, in its sole discretion, to pay interest on the 2030 Notes in paid-in-kind interest at a 1.50% premium to the cash coupon ("PIK Interest"); provided, however, that Aimia shall not be entitled to make PIK Interest payments on the 2030 Notes if concurrently with such payments Aimia satisfies its obligations ranking junior to the 2030 Notes (not including any obligations of Cortland International).
Prepayment option
At the option of the Corporation, the 2030 Notes can be early redeemed. Prior to the second anniversary of the date of issuance of the 2030 Notes, the 2030 Notes are redeemable, in whole or in part, at:
• a price equal to 100% of the aggregate principal amount of the 2030 Notes being redeemed; plus
• accrued and unpaid interest; and
• a redemption premium, representing interest payments due as of the redemption date on the 2030 Notes through the second anniversary of the date of the issuance (excluding accrued and unpaid interest), discounted using the Government of Canada Rate, as defined in the agreement, as of such redemption date plus 100 basis points.
From the second anniversary of the date of issuance to their maturity date, the 2030 Notes are redeemable, in whole or in part, from time to time, at:
• a price equal to 100% of the aggregate principal amount of the 2030 Notes being redeemed; plus
• accrued and unpaid interest.
The early prepayment feature of the 2030 Notes represents an embedded derivative. The fair value of this early prepayment option fluctuates based on market interest rates. The fair value of the embedded derivative has been estimated using a Hull-White pricing model, with its main inputs being the Canadian Overnight Repo Rate Average curve, implied volatility and the credit spread of the 2030 Notes, and is classified as Level 2 in the fair value hierarchy. Given that the fair value of the embedded derivative was not significant at inception, the Corporation has not recognized any value for the bifurcated derivative at that time. There has been no significant change in the fair value between inception and September 30, 2026.
Bozzetto (discontinued operations) - Senior credit facilities
Amounts outstanding under the Bozzetto credit facilities, net of unamortized transaction costs, were $147.4 million as of December 31, 2025, of which $9.1 million was presented in current portion of long-term debt and $138.3 million in long-term debt.
Amounts outstanding under the Bozzetto credit facilities, net of unamortized transaction costs and inclusive of accrued interest, were $126.7 million as of May 29, 2026, and were part of the Bozzetto disposal group (refer to the Other 2026 Highlights section).
CDP senior loan
In March 2026, Bozzetto repaid a mandatory quarterly principal amount of $2.0 million (€1.25 million).
In April 2026, Bozzetto made a voluntary prepayment of $12.0 million (€7.5 million), which represented the remaining balance under the CDP senior loan.
Senior loans
In May 2026, Bozzetto made a voluntary prepayment of $10.6 million (€6.6 million) against the Facility A tranche of its senior loans.
CAPITAL STOCK
At September 30, 2026, Aimia had 88,121,585 common shares, 554,983 Series 1 Preferred Shares, 988,977 Series 3 Preferred Shares and 4,512 Series 4 Preferred Shares issued and outstanding, for an aggregate carrying amount of $73.1 million in share capital. In addition, there were 1,224,884 stock options issued and outstanding under the Aimia Long-Term Incentive Plan. At September 30, 2026, there were also 10,475,000 warrants issued and outstanding, with a $3.70 exercise price. Given their cashless exercise option feature, the warrants are classified as a liability and are measured at fair value through profit and loss at each reporting period.
COMMON SHARES
Normal course issuer bid
Refer to the Q3 2026 Highlights section for details on the NCIB activity during the period.
DIVIDENDS
Quarterly dividends declared to preferred shareholders of Aimia during the nine months ended September 30, 2026 and 2025 were as follows:
|
Three months ended |
2026 |
|
2025 | ||
|
(in millions of Canadian dollars, except per share information) |
Amount |
Per preferred share |
|
Amount |
Per preferred share |
|
Series 1 |
|
|
|
|
|
|
March 31, |
0.2 |
0.392563 |
|
0.2 |
0.300125 |
|
June 30, |
0.2 |
0.392563 |
|
0.2 |
0.392563 |
|
September 30, |
0.2 |
0.392563 |
|
0.2 |
0.392563 |
|
Total |
0.6 |
1.177689 |
|
0.6 |
1.085251 |
|
Series 3 |
|
|
|
|
|
|
March 31, |
0.5 |
0.485813 |
|
0.5 |
0.485813 |
|
June 30, |
0.5 |
0.485813 |
|
0.5 |
0.485813 |
|
September 30, |
0.5 |
0.485813 |
|
0.5 |
0.485813 |
|
Total |
1.5 |
1.457439 |
|
1.5 |
1.457439 |
|
Series 4 |
|
|
|
|
|
|
March 31, |
— |
0.395630 |
|
— |
0.473486 |
|
June 30, |
— |
0.398343 |
|
— |
0.438670 |
|
September 30, |
— |
0.411038 |
|
— |
0.431266 |
|
Total |
— |
1.205011 |
|
— |
1.343422 |
|
|
|
|
|
|
|
|
Total preferred dividends on Series 1, Series 3 and Series 4 |
2.1 |
|
|
2.1 |
|
Aimia is subject to Part VI.1 tax under the Income Tax Act (Canada) (the “ITA”) at an imposed tax rate of 40% associated with dividends paid on its preferred shares. For the three and nine months ended September 30, 2026, the gross amount of Part VI.1 tax expense amounted to $0.3 million and $0.8 million (2025: $0.3 million and $0.8 million), respectively. Aimia and its related Canadian subsidiaries currently do not have sufficient Canadian taxable income to benefit from the Part VI.1 tax deduction to offset the Part 1 tax. Any unused Part VI.1 tax deduction are carried forward as non-capital losses under the rules specifically provided under the ITA.
During the nine months ended September 30, 2026 and 2025, the Corporation paid $0.8 million and $6.7 million of Part VI.1 tax, respectively.
On November 5, 2026, the Board of Directors of Aimia declared quarterly dividends of $0.392563 per Series 1 preferred share, $0.485813 per Series 3 preferred share and $0.408896 per Series 4 preferred share, in each case payable on December 31, 2026, to shareholders of record on December 17, 2026.
EARNINGS (LOSS) PER COMMON SHARE
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, | |||
|
(in millions of Canadian dollars, except share and per share information)
|
2026 |
2025 |
|
2026 |
2025 |
|
Earnings (loss) attributable to equity holders of the Corporation |
(14.3) |
2.2 |
|
20.9 |
(5.3) |
|
Deduct: Dividends declared on preferred shares related to the period |
(0.7) |
(0.7) |
|
(2.1) |
(2.1) |
|
Add: Excess of preferred shares' assigned value over consideration exchanged for repurchase (a) |
— |
— |
|
— |
53.8 |
|
Earnings (loss) attributable to common shareholders |
(15.0) |
1.5 |
|
18.8 |
46.4 |
|
|
|
|
|
|
|
|
Weighted average number of common shares - Basic and diluted |
88,208,268 |
91,059,155 |
|
88,718,858 |
93,178,943 |
|
|
|
|
|
|
|
|
Earnings (loss) per common share - Basic and diluted |
$ (0.17) |
$ 0.02 |
|
$ 0.21 |
$ 0.50 |
|
|
|
|
|
|
|
|
Continuing operations |
(0.17) |
(0.04) |
|
(0.20) |
0.33 |
|
Discontinued operations |
— |
0.06 |
|
0.41 |
0.17 |
- Include $1.0 million of transaction costs related to the substantial issuer bid and 2030 Notes exchange.
CHANGES IN ACCOUNTING POLICIES
Adoption of revised accounting standards
The Corporation has adopted the following revised standards as detailed below:
Targeted amendments to IFRS 9, ‘Financial Instruments’, and IFRS 7, ‘Financial Instruments: Disclosures
On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments:
• clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through eligible electronic cash transfer systems;
• clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;
• add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and
• update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
The amendments did not have any impact on the consolidated statements of the Corporation.
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7
In December 2024, the IASB issued targeted amendments to IFRS 7 and IFRS 9 to allow entities to better reflect nature-dependent electricity contracts in the financial statements. The amendments:
• clarify the application of the ‘own-use’ criteria to nature-dependent electricity contracts;
• permit hedge accounting if these contracts are used as hedging instruments; and
• add new disclosure requirements to enable users of financial statements to better understand the effect of these contracts on an entity’s financial performance and cash flows.
The amendments did not have any impact on the consolidated statements of the Corporation.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with IFRS requires management to make estimates, judgments and assumptions that management believes are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can differ from those estimates (refer to Caution regarding forward-looking information). For the three and nine months ended September 30, 2026, significant judgments and estimates made in preparation of the condensed interim consolidated financial statements are listed below.
Judgments
Judgments made in applying accounting policies that have the most significant effects on the amounts reflected in these consolidated financial statements are as follows:
• The determination of the functional currencies of the Corporation's subsidiaries when the primary indicators are mixed.
• Whether Bozzetto acted as a principal or an agent when performing certain toll manufacturing activities. The toll manufacturing activities of Bozzetto are presented as discontinued operations.
Estimates
Information about assumptions and estimates with a significant risk of resulting in material adjustments within the next year are presented below. Additional information about these assumptions and estimations are included in Aimia's audited consolidated financial statements for the year ended December 31, 2025, unless otherwise noted below.
◦ Measurement of the fair value of the investment in Clear Media and the expected credit loss on the other investment income receivable from Forward Elite, which include significant unobservable inputs. These inputs are detailed in the table below.
Measurement of fair value of the investments in private companies and other financial instruments
The following tables provide information about how the fair value of the investments in private companies and other financial instruments were derived at September 30, 2026 and December 31, 2025.
During the three months ended September 30, 2026, Aimia redeemed its remaining investment in investment funds.
|
|
September 30, 2026 | |||
|
Investments |
Valuation technique |
Key valuation inputs |
Input |
Sensitivity |
|
Clear Media Limited |
Market Approach - Revenue Multiple |
Revenue multiple |
1.8x |
+/- 0.1x = +/- $1.3MM |
|
|
December 31, 2025 | |||
|
Investments |
Valuation technique |
Key valuation inputs |
Input |
Sensitivity |
|
Clear Media Limited |
Market Approach - Revenue Multiple |
Revenue multiple |
1.8x |
+/- 0.1x = +/- $1.5MM |
|
Investment funds |
Price Based |
Net Asset Value attributed based on investor statement |
N/A |
N/A |
CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
The Corporation has adopted disclosure controls and procedures, with management's assistance, that are under the responsibility of the Executive Chairman (acting in his capacity of Chief Executive Officer) and the President and Chief Financial Officer, in order to provide reasonable assurance that they are made aware of material information. The Corporation has also adopted internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS.
During the interim period ended on September 30, 2026, there were no changes in the Corporation's internal controls over financial reporting that have significantly affected, or are reasonably likely to significantly affect, Aimia’s internal controls over financial reporting.
Because of inherent limitations, internal controls over financial reporting and disclosure controls can provide only reasonable assurances and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Audit, Finance and Risk Committee reviewed this MD&A, and the condensed interim consolidated financial statements, and the Board of Directors of Aimia approved these documents prior to their release.
RISKS AND UNCERTAINTIES AFFECTING THE BUSINESS
The results of operations and financial condition of Aimia are subject to a number of risks and uncertainties and are affected by a number of factors outside of the control of Management.
For more information, and for a complete description of the risk factors that could materially affect the business,
please refer to the corresponding section in the MD&A of the Corporation for the financial years ended December 31,
2025 and 2024 dated March 23, 2026.
The risks described therein and in the MD&A of the Corporation for the financial year ended December 31, 2025 may not be the only risks faced by Aimia. Other risks which currently do not exist or which are deemed immaterial may surface and have a material adverse impact on Aimia's results of operations and financial condition.
Investment risks, including in connection with how and when to deploy and invest Aimia’s cash and other liquid assets
Aimia is a diversified conglomerate focused on making investments in undervalued companies. The nature, size and timing of any deployment of Aimia’s cash and other sources of liquidity and investments in pursuit of its strategic plan will be determined by Management and the Board at their discretion. There can be no assurance that Aimia will identify attractive investment opportunities, deploy capital on favorable terms or within anticipated time frames, or that any investment will be completed at all. Even if completed, there can be no assurance that any investment will be successful or will generate returns that exceed Aimia’s cost of capital.
Aimia’s ability to execute its investment strategy depends, in part, on its ability to (i) source and evaluate suitable opportunities, (ii) negotiate and complete transactions on acceptable terms (including valuation, structure, financing and conditions), and (iii) effectively manage, oversee and, where applicable, integrate acquired businesses and implement operational improvements, cost savings or other synergies. These activities are subject to significant risks and uncertainties, including competitive bidding for attractive assets, limited access to information during diligence, changes in market conditions between signing and closing, and the possibility that anticipated synergies, strategic benefits or operational improvements are delayed, reduced or not realized.
The valuation of potential and existing investments involves significant judgment and may be based on incomplete, outdated or inaccurate information and on assumptions regarding future performance, cash flows, discount rates, comparable company multiples and other factors. Different valuation methodologies may produce materially different results. The fair value of Aimia’s investments may fluctuate due to changes in issuer performance, market conditions, interest rates, liquidity, or other factors, and Aimia may be required to record unrealized losses or impairment charges. The proceeds ultimately realized on any disposition may be materially less than the carrying value or fair value previously estimated, and Aimia may not be able to exit an investment on acceptable terms or at the desired time.
GLOSSARY
"Aimia" or the "Corporation" - means Aimia Inc., and where the context requires, includes its subsidiaries and affiliates;
"Constant Currency" - Constant Currency information compares results between periods, in Aimia's presentation currency (Canadian dollar), as if exchange rates had remained constant over the periods. Constant Currency is derived by calculating current period results, from the operating segment's reporting currency to Aimia's presentation currency, using foreign currency exchange rates from the same period in the prior year. For Cortland International, the segment's reporting currency is the US dollar;
"CRA" - means the Canada Revenue Agency;
"GAAP" - means generally accepted accounting principles in Canada which are in accordance with IFRS;
"IFRS" - means International Financial Reporting Standards, as issued by the International Accounting Standards Board;
"Kognitiv" - means Kognitiv Corporation, a former Canadian B2B technology platform and services company. The company is currently in Bankruptcy and Insolvency proceedings.
ADDITIONAL INFORMATION
Additional information relating to Aimia and its operating businesses, including Aimia's Annual Information Form is available on SEDAR+ at www.sedarplus.ca or on Aimia's website at www.aimia.com under “Investor Relations”.
[1] Equity attributable to common shareholders per share is a non-GAAP measure.
[2] Adjusted EBITDA is a non-GAAP measure.
[3] Headline Earnings Per Share is a JSE mandated financial metric that measures core operating profitability by adjusting earnings for certain specified re-measurements in accordance with the Headline Earnings Circular 1/2023 issued by the South African Institute of Chartered Accountants (SAICA).
[4] Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures.
[5] Adjusted EBITDA is a non-GAAP measure.
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