Good morning, good afternoon, and good evening, everyone. Welcome to Air Global's third quarter and nine-month 2026 results conference call. All lines are in listen-only mode. Management's prepared remarks will be followed by investor Q&A. To ask a question, please press star 1. To withdraw your question, please press star 2. I will now hand over to Gaurav Jain, Air Global's Head of Investor Relations and Corporate Strategy. Please go ahead.

Good morning and thank you for joining AIR Global PLC's third quarter and nine months 2026 earnings call. Joining me today are Stuart Brazier, our CEO, and Bassem Lotfy, our CFO. We will take your questions after the prepared remarks. We issued our third quarter earnings press release this morning. The release and accompanying materials are available on our investor relations website. and on the SEC's website, sec.gov. An audio replay of today's webcast will be available later today. Today's discussion includes forward-looking statements based on our current expectations and information. These statements involve risks and uncertainties, many beyond the company's control. Air Global disclaims any duty to update forward-looking statements, except as required by law. Please review our safe harbor statements and risk factors in today's press release and in our most recent findings with the SEC, which contain additional information and a description of risks that may result in actual results differing materially from those contemplated by our forward-looking statements. We will present results on both an IFRS and non-IFRS basis. Non-IFRS measures such as ingested EBITDA and their IFRS reconciliations are detailed in our press release. Non-IFRS financial measures should not be used as a substitute for our results reported in accordance with IFRS. With that, I will turn it over to Stuart.

Thank you and welcome everyone. We appreciate you joining us today. Turning to the third quarter, revenue rose 11.1% to around $100 million and adjusted EBITDA increased 7.7% to around $31 million. FSM shipment volumes grew 5.8% after a 9% decline in the first half, and price and mix added a further 5%. Shipment activity continued to recover from the supply chain disruption, and end consumer demand remained resilient. We are reiterating guidance for 2026 and the medium term. Bassem will take you through the financials in more detail shortly, Before that, I want to spend a few minutes on AIR's transformation and our journey to become the leading specialist in social inhalation and modern nicotine experiences. Our core business is distinctive. Through ALFACA, we are the global leader in flavoured shisha molasses with an estimated 36% to 44% global volume share in the markets where we operate as at the end of 2024. and with very strong positions in key markets including the United States where our market share is estimated at approximately 60 to 65%. The category is social, cultural and lifestyle led. It is consumed in homes and lounges across generations and geographies and is not simply a nicotine delivery occasion. This is why shisha volumes have remained resilient over the last few years, unlike many traditional tobacco categories that have seen significant volume declines. Since 2018, alfaca has grown volumes modestly in the US and globally. We estimate that alfaca reaches approximately 14 million consumers globally, putting it amongst the top 10 global tobacco brands by consumer reach. Shisha remains a highly affordable indulgence. In the US, annual consumer spend on at-home Shisha is about $110, which is significantly lower than cigarettes, pod-based vaping products, and nicotine pouches, where annual consumer spend typically ranges from $400 to $2,200. For consumers, A modest increase in the retail price of flavoured shisha has a relatively limited impact on overall expenditure. For air, however, these pricing actions can provide meaningful support to revenue growth and inflation recovery. Our price mix growth of 11.1% in the first nine months reflects both the strength of our brands and the affordability of the category. Importantly, we have held market share despite these pricing actions, which reinforces our confidence in the long-term earnings growth potential of the business. Turning to new growth categories, our focus is on our US rechargeable pod vape platform called CrownSwitch. In early November, we submitted our US pre-market tobacco product application for CrownSwitch. The application reflects a substantial body of evidence and its submission is an important milestone in our strategy to build a responsible science-led presence in the regulated US vaping market. We believe Crownswitch has the potential to provide adult smokers with a differentiated alternative to combustible cigarettes and we look forward to the FDA's review. Of note, Crown Switch is powered by GreenTank's quantum chip technology. Aerosol testing, included in our PMTA submission, demonstrated low or non-detectable levels of certain harmful and potentially harmful constituents, compared with other FDA-authorized comparator products, which we believe supports the differentiated profile of the platform. Our strategic investment in green tech secures access to that technology, enhanced commercial terms, and a long-term supply arrangement. Alfaka's reach gives us an established consumer base and strong brand recognition as we prepare crown switch for US commercialization. We recognize that brand strength alone does not guarantee success, and regulatory approvals, consumer adoption and disciplined execution will determine how quickly we can scale. One key question that we receive from investors is why vapes ahead of pouches? There are three reasons for it. First, as a smaller business than the large multinational tobacco companies, we must prioritize our resources. And today for us, that means vapes ahead of nicotine pouches. as we have already achieved success in disposable vapes through licensing ALFACA crown bar which accounting for 4% of 2025 revenues. Second, we believe that the near-term profitability trends in US vapes and pouches are going in opposite directions reflecting the crackdown on illicit vapes in the US while pouches are seeing intense competition. Third, whilst we believe that the long-term economics of modern oil will be attractive once competition stabilizes, we plan to participate only when we have a differentiated product and a right to win, which we do not have today. Our investment objective is to generate attractive returns on invested capital across both FSM and new growth categories. We do not aim to run an NGC business that while contributing to revenue generates little or negative EBITDA in perpetuity. With that, I'll hand over to Bassem for a closer look at our third quarter and nine-month financial performance.

Thank you, Stuart, and good day, everyone. I will take you through our group and segment results, the reconciliation from reported earnings to adjusted EBITDA and net debt. Starting with group performance, third quarter revenue increased 11.1% to $100 million compared with $90 million a year earlier. Gross profit rose 9.8% to $53 million and adjusted EBITDA increased 7.7% to $31 million. Operating profit was $18 million compared with $17 million last year. Profit for the period increased to $8 million from $7 million and basic EPS was $0.05. Elevated logistics, material, and factory footprint costs continued to weigh on margins in the quarter. Gross margin was 53.3% compared with 54% a year earlier. Adjusted EBITDA margin was 31% compared with 31.9% in Q3 2025. On supply chain and costs, following the closure of the Strait of Hormuz, we established alternative routes and shipments resumed as they came into operation. Higher energy, shipping, insurance, security, and raw material costs linked to the conflict in the Middle East are affecting our industry and air is no exception. We expect this prolonged period of higher costs to bring modest margin compression in 2026. We are mitigating it through alternative routes, pricing actions, and the accelerated reorganization of our factory footprints, and our Romania facility remains on track to open in the first quarter of 2027, further diversifying our manufacturing footprint. If and when costs such as shipping normalize, which we believe they should given historical patterns, we would expect air to capture the majority of the savings. Until then, our priority is to protect, supply, and maintain product availability for consumers. For the first nine months, revenue increased 6% to $307 million. Gross profit rose 4.6% to $170 million, and adjusted EBITDA increased 2.3% to $103 million. Adjusted EBITDA margin was 33.5% compared with 34.7% in the prior year period. FSM shipment volumes grew 5.8% in the third quarter, while price and mix increased 5%. For the first nine months, shipment volumes were down 4.6%, reflecting the first half disruption, while price and mix increased 11.1%. Turning to our segments, America's revenue increased 25.6% to $22 million in the third quarter. Adjusted EBITDA declined 3.6% to $8 million, mainly because of higher costs of goods sold. For the first nine months, revenue grew 10% and adjusted EBITDA increased 10.5%. In MIA, third quarter revenue rose 9.4% to $64 million and adjusted EBITDA increased 2.4% to $25 million. For the first nine months, revenue grew 5.7%, while adjusted EBITDA declined 2.2%. MIA includes our corporate headquarters, so its results reflect higher ongoing public company costs alongside supply chain and material cost pressures. Europe's third quarter revenue increased 4.9% to $14 million. Adjusted EBITDA was $1 million compared with approximately breakeven last year. For the first nine months, revenue grew 2.1%, while adjusted EBITDA declined to $1 million from $2 million. In new growth categories, third quarter revenue was slightly negative, reflecting the timing of trade incentives. The adjusted EBITDA loss narrowed to $3 million from $4 million. For the first nine months, the loss narrowed to $11 million from $13 million, as lower operating costs and more focused investment behind new product launches reduced losses. I will now explain the main adjustments between our reported loss and adjusted EBITDA for the first nine months. We recognize that 2026 year-to-date results include a number of one-off items. AIR prepares its financial statements in accordance with IFRS as issued by the IASB and as a NASDAQ listed company follows the SEC's requirements for non-IFRS measures. Our intention is to present adjusted numbers that we believe better reflect the underlying operating performance of the business. For the first nine months, we reported a loss for the period of $74 million and an adjusted EBITDA of $103 million. The largest adjustments relate to our listing, which completed on NASDAQ in May 2026. The adjustments include $48 million of non-cash expense for equity issued in connection with the business combination, $48 million of transaction fees, $14 million of share-based compensation, and $10 million of public company readiness costs. Other adjustments include $4 million of supply chain-related costs resulting from the Strait of Hormuz disruption, and $3 million of regulatory costs relating to the preparation and submission of our US PMTA. which we consider infrequent and non-recurring relative to our normal operating activities. The non-cash equity issuance expense, transaction fees and public company readiness costs together account for $106 million of listing related adjustments. These items are not representative of the business's recurring earnings capacity. We present adjusted EBITDA to help investors assess our underlying operating performance separately from items that are non-cash, associated with the listing, or not expected to occur regularly. Adjusted EBITDA is not a substitute for IFRS results or cash flow. Investors should consider both measures alongside cash generation, leverage, and the expected reduction in exceptional costs as AIR moves beyond its listing and refinancing activities. Turning to cash flow and the balance sheet, total borrowings comprising current and non-current borrowings, including lease liabilities, were $404 million at September 30. Cash and cash equivalents were $39 million, resulting in net debt of $365 million. Rolling 12-month adjusted EBITDA was $142 million, giving a net debt to adjusted EBITDA ratio of 2.6 times. In summary, the third quarter marked a recovery in operating performance with double digit revenue growth and high single digit adjusted EBITDA growth despite continued cross pressure. Our focus is now on improving cash conversion and reducing leverage and delivering disciplined shareholder returns. And with that, I will hand back to Stuart.

Thank you, Bas. Let me now turn to our capital structure and shareholder returns. Since our first half results, We have strengthened our capital structure and set out a clearer approach to returning cash to shareholders. On October 1st, we issued $425 million of senior unsecured notes with a coupon of 7.875%, maturing in 2031. We used the proceeds to refinance our existing term loan and repay the outstanding revolving credit facility. Thank you very much. We expect to fund shareholder returns from equity-free cash flow, which we define as cash flow from operations, less capital expenditure, interest expense, and principal and interest payments on lease liabilities. In addition, we are establishing a repurchase program that would allow us to repurchase up to $100 million of shares through December 2029, subject to market conditions, capital requirements, and applicable approvals. Our capital allocation framework balances three priorities, investment in high return growth, prudent leverage, and shareholder returns. including the impact of dividends and share repurchases, we expect net debt to adjusted EBITDA to decline to two times or below by December, 2027. Now turning to guidance. We are reiterating our full year 2026 operating outlook. We continue to expect broadly stable shipment volumes compared with 2025. Revenue growth of four to 6% in US dollars, and low to mid single digit adjusted EBITDA growth. One change to highlight is leverage. We now expect year end net debt to adjusted EBITDA of approximately 2.5 times compared with 2.1 times previously. It reflects bond issuance and refinancing cash flows and temporary working capital timing from the supply chain disruption, which we expect to normalize during 2027. We now expect full year capital expenditure of $11 million to $14 million compared with $15 million to $18 million previously. Our expected effective tax rate remains approximately 15%. Our 2027 and medium term operating framework is unchanged. Low single-digit organic FSM shipment volume growth, mid single-digit FSM revenue growth, and high single-digit FSM adjusted EBITDA growth, assuming non-disruptive excise tax increases. Let me close with three messages. First, we lead our category in a high-margin business with resilient consumer demand. and our 2026 operating outlook and medium term operating framework are unchanged. Second, we've strengthened our capital structure and set out a clear approach to shareholder returns with leverage expected to fall to two times or below by December, 2027. Third, we have a disciplined option on future growth. We have submitted the crown switch PMTA and we will invest selectively in new growth categories with a focus on generating attractive returns on capital. AIR combines category leadership, strong cash generation, multiple growth drivers and an expected reduction in leverage. We believe these attributes position the business well for sustainable value creation and attractive long-term shareholder returns. Thank you for joining us today and we will now take your questions.

We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we pull for questions. Our first question is from Nick Anderson with Ross Capital Partners, LLC. Please proceed with your question.

Yeah, thanks for taking the questions and congrats on the quarter here. First for me, just on the volume recovery, how much of it reflects distributor replenishment versus underlying consumer demand? And where would you say channel inventories currently stand relative to normal levels? If you could break that down by region, that would be really helpful. Thank you.

Yeah. Hi, Nick. Thanks for the question. You can see that in the third quarter, we basically recovered half of the lag that we had in volumes in the first half. And we're guiding towards flat volumes for the year. So we expect there still to be more recovery coming through in the last three months. In terms of stocks, when we're talking about raw material stocks, they're higher in the factories at the moment, given the uncertainty of some of these supply chains. So whereas in the past we might have had one secure route to get raw materials in, we're now having to use multiple routes to get those in. and in addition, of course, we have moved U.S. production to our Poland facility, which has also involved us building up stocks, higher stocks at that facility of raw materials. So that's kind of a summary of what's going on in the market at the moment. But overall, demand has remained resilient. In a normal year, our midterm guidance is low single-digit volume growth. were expecting flat volumes this year because of a headwind from global travel retail, which is our duty-free business, mainly in the airports in the Middle East, which were heavily impacted during the first half of the year, but we've now seen that recovery coming through in H2.

Yeah, and if I could add to that, Nick, you know, it's clearly till nine months our volumes are down 4.6, and we are saying full year the volumes are flat, but of course the end consumer demand So there is a bit of inventory replenishment to the question you were asking, but now the gap is very little. And we are not seeing either excess inventories or lower inventories versus end demand by the end of this.

Great, I appreciate that color. Second for me on GreenTank, you have the option to increase investment there. What would be the regulatory or commercial catalyst you're looking for to exercise your option? And how does that compare to allocating capital to maybe share repurchases or other investment opportunities? Thank you.

Yeah, so we have the option or the warrant with GreenTank. You know, we believe we have a differentiated product. We believe that it is relevant for us, but we also believe that it can be relevant for the industry. That's why we've got the warrant. We've just submitted the PMTA. The next milestone for us is to look for the FDA to accept that submission for scientific review. That would then allow us to start marketing and selling the products in the US. And obviously, if we were successful in doing that, there would be obviously more benefit and value in us exercising that warrant. So, you know, those are the sort of the steps that we need to look for, Nick, for us to decide to do that. And of course, if, you know, Crown Switch is accepted by Thank you. Once again, if you would like to ask a question, please press star 1 on your telephone keypad.

Our next question is from Moreo Adesina with Barclays. Please proceed with your question.

Hi team, thanks very much for taking my question. A few from me, so just on the leverage, obviously expected to be a bit higher at the 2026 year end. Can you just split out the bridge of the increase between the bond-related costs and the working capital movements? And then how should we think about the working capital normalization next year in terms of timing? So the phasing between the two halves, how should we think about that? So that's number one. And then just a second question on the cost pressures. When are you sort of expecting those to normalize? And how should we think about pricing in Q4 and then going into next year?

Okay, I'll just, maybe I'll take the last one first. So, obviously it's quite difficult to predict when things are going to normalize or stabilize in the Middle East. I mean, history always tells us that over time things do normalize. We've taken pricing this year and we will also take pricing next year to ensure that we are passing this cost inflation onto the consumers. When things do normalize, then obviously we will have the benefit of higher margins. In terms of how working capital works in general for the business, historically, the first half of the year, has always been a little more working capital intensive than the second half of the year. And that has historically been reflected in the cash flows.

Yeah, I mean, in terms of the leverage at the end of the nine months, there was an impact from higher stocks, which we expect some of it to unwind by year end. That's why we're guiding towards a ratio of 2.5. It's increased versus the prior guidance, mainly because there were cash costs related to the bond issuance, and we expect still a little bit of working capital impact from the disruption to remain at year end. But we expect those to unwind going forward.

In terms of the specific numbers, Moriah, that you were seeking, so what we can say is that probably of the leverage increase, which we are saying, one-third is on account of the debt refinancing. and two-thirds is on account on the higher working capital. And that is just because the disruption is, of course, lasting longer than the expectation was in August. But, you know, it should unwind over time, and that's why at the end of next year, we are saying that the leverage will be below 20%.

Great, thank you, that's helpful.

And then just one follow-up on Europe. Sorry, go on.

Yeah, no, no, I was just going to add, you know, obviously we've got the commissioning of the Romanian factory. The Romanian factory will come online Q1 next year, and that de-risks the factory footprint for the longer term as well. Yeah.

Great, thank you, that's helpful. And then just on Europe, just to follow up, I remember at H1 you'd said that you expected some of the delayed shipments to sort of catch up through Q3 and Q4. So just wondering how much of that catch up has occurred in Q3 and how much remains for Q4?

Yeah, so there was volume recovery in Q3. Mix in Europe hasn't been positive, though. You know, Europe is, you know, quite a tough place for business at the moment. Disposable incomes are under pressure. I say we have seen volume recovery, but the geomix has diluted the impact on the top line. You would have noticed as well, Germany announced an excise increase. will be implemented from the 1st of March next year. It's lower than it could have been, but it is still a step up from where we are today. And the big challenge in the European markets is, of course, as excise does increase, obviously that needs to be passed on to the consumer. And if authorities are not stamping out on illicit trade, then that can be a real risk to the legal market in the EU. So, you know, through Q4, we expect still to see good volumes. But, you know, if we're looking into the midterm, we see the US as being a key driver for our business, followed by our Middle East, Africa and Asia region, and Europe probably being the lowest performing of our three regions in terms of growth.

Great.

Thank you. That's helpful. I'll pass it on. Our next question is from Keo Khan with Cantor Fitzgerald. Please proceed with your question.

Hello, do you mean Kato Mukuru, by any chance? Hello?

Hi, Kato, yes, I think the operator probably mispronounced your name.

It wasn't close. But anyway, I have two questions. On the $100 million of repurchases, of share repurchase, that you have until December 2029, can you remind me how much can be done in any single given year? Like for this year, is it $25 million a year? up until 2029. And then on the margins, I understand obviously the cost pressures because of disruption being in Abu Dhabi. But as this normalizes, how high do you think by the time we get out two or three years, do you think the margin recovery we can see? Because I still think it could be significant because you've got a lot of flexibility on the cost once everything normalizes. Just to give us a sense of on an adjusted EBITDA margin basis, or even on a gross margin basis, whichever one is more convenient for you. But just want to get a sense of how much wider we can get. Thanks.

Yeah, sure. So taking the last point, if you're kind of projecting forward, costs beginning to normalize, then at a gross margin level, I think You can probably expect over time 300 basis points improvement. So certainly some potential great benefit when things do normalize. The first question was about the share buyback. There's no sort of defined year by year what we're going to do. We are limited by... How much we can do, and this depends on the trading volume. So we can repurchase up to 20% of the weighted average daily volume for the previous 30 days. And every Friday that is reset. And obviously we will decide when it's appropriate for the shareholders and for the business to do and exercise the repurchase.

If I could add to that, it is a pricing-led business model. And if you look at our larger peers and just separate out their core businesses, we will see that margins for a fairly long period of time, they continue to expand. So there is no theoretical limit to how high margins can go. And it's true for us as well. And it's about essentially the spread between the price per kilo and the cost per kilo at which we sell. So, you know, Stuart's comment, you know, 300 basis point gross margin expansion, it's more like a medium-term comment rather than that being the terminal sort of potential of how high margins in that business can go. And, of course, there is leverage on the operating cost side as well. So, if you look at our medium-term guidance, you know, where we are saying that revenue growth is 4% to 6% on FSM and EBITDA growth is high, then essentially you are looking at a 50 to 100 basis point of Once again, if you would like to ask a question, please press star 1 on your telephone keypad.

Our next question is from Gerald Pasquarelli with Needham. Please proceed with your question.

Hey guys, thanks very much for the question. I have a couple here, but just with the PMTA submitted for crown switch, I would just, I'd love to get your broad thoughts on the US vape market in general. There's been some progress just when it comes to curbing the illicit market. I understand that you need approval and certain things need to happen before a rollout, but just in an ideal situation, what would you need to see or changes you would need to see in the U.S. market to maybe be, to get more constructive as you think about rolling out there eventually? Thank you.

Yeah, so I think earlier, I mentioned that we see the pod-based vape market in the U.S. as the biggest opportunity for us. There's a number of reasons for that. Firstly, we see the FDA, the authorities, taking things more seriously with regard to actually stamping out or reducing the illicit vape market. And that obviously is a great opportunity for the legal market to grow. The second point is that they've been a little bit more flexible now on flavors. and you'll see a number of submissions going into them that will allow more flavors than the tobacco and the menthol that they have historically allowed. Third point is, the biggest player in the US, their profitability on their platform is actually very, very good. I'll ask Gaurav to talk about that a little bit more in a second. And when you compare that to You know, what's actually happening with the nicotine pouches segment where there's heightened competition and we're beginning to see a squeeze on margins as pricing gets more and more aggressive. So we're very excited about the prospect of having a differentiated product in what we believe will be a more profitable and more valuable segment as we go forward. In terms of timing, We said that we would submit the PMTA this year. We have now done that. When I previously talked about that, I said that it could be six months before we get the next approval, which would mean that the PMTA goes to scientific review, and at that point we can then sell. But it could be before that, but we'll just have to wait and see, Gerald. Gaurav, maybe you just talk a little bit more about.

Yeah, and good morning. So, see, I think, you know, the vape market in the U.S. and globally, it is very competitive. You know, and there's clearly, you know, a big section of the market which is illicit products. It does appear that the regulators are cracking down on it, you know, in the U.S. and elsewhere in the world. But if you walk into any store, you will clearly see still a lot of products which are you know you could call it unauthorized so that feature of the market exists but you know there is a clamp down happening and if you see at the number of you know existing big players who are launching waves in the US market or a new player that's actually much lesser than what you are seeing in the pouch market and that's why actually some of our peers have said and the largest peers have said that you know while the end market growth in terms of consumer spend could be low to mid single digit but as the market moves from illicit to legal market the manufacturer revenue pool could be compounding at mid teens over the next few years you know we agree with that assessment based on our numbers and for us that is a very attractive growth market for us and you know we are a very small company as you can see versus the bigger players and you know for us You know, even tiny market shares with profitable market shares will make a big difference. And that's how we are approaching the U.S. web market, creating a meaningful business for us, which is profitable and creates an impact.

Perfect. Got it. That's very helpful, Kalar. I just had a, I guess, a housekeeping question on EBITDA. You had a really nice recovery. It's kind of in line with your longer-term targets, you know, with the 3Q performance. I understand revenue growth was very good, which is part of it, but your full-year guidance, it does imply a pretty wide range, you know, with fourth quarter performance. So if you can maybe just talk about What underpins the low end of the range versus the high end of the range or any specific considerations for us to be mindful of as we model this out. And then I guess like more broadly, just understanding that there's some one-off costs this year and there's some increased costs since you become a public company. Just trying to understand better if you believe we are getting to a point where your EBITDA should more closely align with the longer term targets that you've laid out. Thank you.

Yeah, I think on the last comment, Gerald, we'll see more of that in 2027, certainly, where there's a lot going through the P&L this year, given everything that we've achieved and also given some of the disruption that we've had. So in 2027, we'll see a much cleaner set of numbers.

In terms of the guidance, Gerald, we are still in an uncertain macro as you can imagine and read in the headlines. and we have just tried to be prudent, you know, just in case something were to happen. And I don't think there is anything else apart from that. I mean, there's always some inventory movement that could happen at the end of the year as to how people look at next year, but you are right that this year the range is wider in Q4 than would normally be the case and it is just so that we can handle anything If anything adverse were to happen on a macro basis.

Yeah, I mean given the fact that we are predominantly a B2B business, given the fact that still today there's large volumes coming out of the UAE, I think it's just we wanted to keep the wide range to sort of protect ourselves if if something happens in the last six, seven weeks of the year that might stop getting some shipments out, Gerald. So I wouldn't read anything more than that into it.

Perfect.

Thank you for the color on that. I'll pass it on. Thank you.

This now concludes our question and answer session. Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference Please disconnect your lines and have a wonderful day