AGM 2022

May 10, 2022

Slides

Hello, and welcome to the annual general meeting of the unitholders of Chemtrade Logistics Income Fund. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and Chemtrade Logistics Income Fund that you first attained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we will have a question-and-answer session. You may submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to the Chair of the Board of Trustees of Chemtrade Logistics Income Fund, Mr. Lorie Waisberg. Mr. Waisberg, the floor is yours. Thank you. Good morning, ladies and gentlemen. Welcome to the annual meeting of unitholders of Chemtrade Logistics Income Fund. It's a little after 10. I'm gonna call a meeting to order. My name is Lorie Waisberg. I'm the Chair of the Chemtrade Board. Following the formal portion of our meeting this morning, Scott Rook, our Chief Executive Officer, will have some remarks about our business. At the time of planning this meeting, it was difficult to predict if public gatherings would be possible today. We're once again holding a virtual meeting. I will start by explaining some of the technical aspects. You will have either logged on to the meeting as a unitholder by using the invite code provided by Computershare, or you will have logged on as a guest. Unitholders who have logged on with their invite code may ask questions and vote. The guests will not be able to vote but will still be able to ask questions. In order to submit a question about a motion, please indicate your name, which entity you represent, if any, and confirm that you are a unitholder or a duly appointed proxyholder. We will then read out and answer the question. Anyone may submit a question relating to Chemtrade generally by clicking on the button marked Q&A and typing in your question. These questions will be answered by Scott, Rohit, or myself at the end of the formal meeting. I remind you that you're always welcome to get in touch with me at any time via email at chair@chemtradelogistics.com or with our CFO, Rohit, at the contact number listed on every news release. For the purposes of voting today, voting on all matters will be conducted by electronic ballot. Voting on the various matters that will be covered by this meeting is now open and will remain open for a limited amount of time, until the end of the formal part of the meeting. If you've logged in as a voting unitholder using the invite code provided by Computershare, you will see a virtual interface requesting you to register your votes. You may vote at any time until I close the formal meeting or until I close the voting. I will now call a meeting to order. To expedite the formal part of the meeting, I will move all motions. Joining me this morning by teleconference is my fellow Trustee, Douglas Muzyka, Scott Rook, the Chief Executive Officer, Rohit Bhardwaj, our Chief Financial Officer, is also available online to answer questions. Benjamin Burford will be acting as secretary. Other members of management and the board are also online with us today. Also online is Louise Waltenberry, a representative of our transfer agent, Computershare Trust Company of Canada, who, with the consent of the meeting, will act as scrutineer to complete the votes of any polls taken at this meeting and to report the results to me. Notice of this meeting, and for those who requested it, the Management Information Circular, were initially mailed to unitholders on March 31, 2022. The transfer agent has provided proof of mailing, and I direct a copy of such proof to be annexed to the minutes of this meeting. Copies of the meeting materials, including Management Information Circular, are available on the Chemtrade website and on SEDAR. The scrutineer has advised me that more than 26,109,712 units are represented at this meeting, which fulfills the quorum requirements of the Fund's Declaration of Trust of having at least two unitholders present in person or by proxy, representing at least 25% of the outstanding units. The meeting is now properly constituted for the transaction of business. I direct that the scrutineer's final report on attendance be annexed to the minutes of this meeting. Today, we will be voting on the items of business set out in the agenda. The first item being the election of directors. Details about the proposed nominees are found on page 16 of the circular, with biographies beginning on page 17. The nominees are attending the meeting online. You will have noted that I'm not standing for re-election this year. I've been on the board since Chemtrade was formed in 2001, have decided it's time for me to retire. Douglas Muzyka, who has been with Chemtrade since 2018, will be taking over as chair. We also have a new nominee standing for election today, Luc Doyon, whose biography includes extensive manufacturing experience from his career in the industrial gases industry. No other nominations have been received, therefore I now nominate each of the following to serve as trustee for the upcoming year. Daniella Dimitrov, Luc Doyon, Lucio Di Clemente, Emily Moore, Douglas Muzyka, Katherine Rethy, and Scott Rook. Second item is the appointment and remuneration of auditors for the current year. KPMG have been the auditors of Fund since its inception in July 2001. The board has recommended that KPMG be appointed the auditors for the ensuing year at remuneration to be set by the board. The financial statements for 2021 and the auditor's report thereon have been made available to unitholders, and it is not proposed to ask for unitholder approval. Final item of business is to take an advisory vote on executive compensation known as Say on Pay. The Management Information Circular contains a detailed description for you to review regarding Chemtrade's executive compensation program. Last year, you expressed your disapproval of our executive compensation program, and we've made numerous improvements to our program in response. The letter from Lucio Di Clemente, the Chair of our Human Capital and Compensation Committee, summarizes those changes starting at page 24 of the Management Information Circular. We also reached out and spoke with many of our unitholders to obtain feedback. We believe that this year's executive compensation program deserves your support. I now put forth a motion to approve each of these items and invite any questions on any of these resolutions. Incidentally, we'll be taking general questions at the end of the meeting. For the moment, please limit your questions to these specific resolutions. Rohit, are there any questions pertaining to the items being voted on? No, there are no questions, Lorie. If you haven't already voted, I'm gonna pause for just a couple of seconds here to give everybody the opportunity to vote on all items. All unitholders who have logged in with the invite code they received from Computershare should be able to see on the screen the motions that have been brought forth. Please register your vote by accessing the voting page and selecting either For or Withhold as appropriate. Next, please. Lorie, sorry to interrupt you, but there was a bit of a delay. I do see a question that has come in, if I can just pose that. Sure. It says that, it appears from the proxy materials provided that several proposed members of the Board have very limited personal holdings. As an investor, I'm worried that these wealthy people do not see the company as an investment worthy of their investment. Is there something they know that we do not know? Very good question. We have a requirement that trustees must hold at least three times the annual retainer. Hold units equal to three times the annual retainer. That's roughly CAD 450,000 worth of Chemtrade units. That can be satisfied either with units held, excuse me, outright or by deferred units. We have a deferred unit plan, under our deferred unit plan, trustees are required to allocate not less than 50% of their remuneration to the acquisition of deferred units. I think you'll see that most, except for very recent appointees, most of our trustees have very substantial investment in Chemtrade. I have an investment of over a million and a half CAD dollars in Chemtrade, for instance, and that represents a substantial portion of my net worth. I think I've always had the interest of unitholders in mind. I'm not sure what information our questioner has that causes him to think there aren't substantial investments. We believe, and our compensation consultant has confirmed this, that our trustee requirement of investment is in line with other public companies, and it's entirely appropriate to include deferred units in that calculation. Any other questions, Rohit? No. I think I'm going to declare that the opportunity to vote is now closed. Your voting page will disappear. Your votes will automatically be submitted. I've been advised by the scrutineer that based on proxies deposited for the meeting, each of the trustees nominated for election have been elected. KPMG has been reappointed as auditor. A majority of the units represented at this meeting have been voted in favor of the advisory vote on executive compensation. I would ask the scrutineer to compile a report regarding the results of voting on all matters. The results will be published on SEDAR and by news release in the next day or two. That the formal items of business set out in the notice of meeting have been dealt with, I declare the formal part of the meeting terminated. Our new Chair, Doug Muzyka, would like to say a few words before we hear from our CEO. Yes. Yeah. Good morning, everyone. I am Douglas Muzyka, and I thank you for giving me the opportunity to be here with you today. I'd just like to take a few minutes to thank Lorie for his service and let everyone know how excited I am to become the next Chair of the Board of Chemtrade. I've had the great pleasure to work closely with Lorie over the last four years, benefiting from his guidance, wisdom, and superb leadership. We will miss Lorie, know that he leaves Chemtrade in a good place, poised for future growth and prosperity. Chemtrade truly does have a bright future, I'm looking forward to leading Chemtrade into this next chapter. I'll now turn the call back over to Scott Rook, Chemtrade's Chief Executive Officer, to review the business, after which there'll be an opportunity for questions. Thank you. Good morning, ladies and gentlemen. I am Scott Rook, Chief Executive Officer of Chemtrade, and I would like to thank all of you for joining us today. I would also like to thank all of our dedicated employees who have persevered during the difficult and dynamic operating environment in recent years. Without your dedication and support, our success would not be possible. Before proceeding, I would like to remind you that our presentation contains certain forward-looking statements that are based on current expectations and are subject to a number of uncertainties and risks, and actual results may differ materially. Further information identifying risks, uncertainties, and assumptions, and additional information on certain non-IFRS and other financial measures referred to in this call can be found in the disclosure documents filed by Chemtrade with the securities regulatory authorities available on SEDAR. One of the measures that we will refer to in this call is Adjusted EBITDA, which is EBITDA modified to exclude only non-cash items such as unrealized foreign exchange gains and losses. For simplicity, although our accompanying presentation will refer to Adjusted EBITDA, we will just refer to it as EBITDA in our remarks as opposed to Adjusted EBITDA. Non-IFRS and other financial measures are fully defined and are MD&A. To begin, I would like to acknowledge and congratulate Mr. Lorie Waisberg on his retirement as Chairman of the Board of Trustees of Chemtrade at this annual meeting, a retirement that is certainly well earned after having served 21 years on our board. Lorie Waisberg has been a valued trustee of the fund since 2001 initial public offering, and has held the role of Chair of the Board since 2009, and has served as a member of the Audit, Compensation and Corporate Governance, and Responsible Care committees. She has been an instrumental part of building Chemtrade into the industrial chemical leader it is today. We would like to formally thank Lorie Waisberg for her more than two decades of valuable counsel and contributions to Chemtrade Logistics Income Fund and wish her the best in all future endeavors. We would also like to welcome Mr. Douglas Muzyka, who you just heard from. Doug was previously a board trustee to the role of Chair of the Board. Doug had a distinguished career at DuPont with extensive experience in the chemical industry as well as in manufacturing, human resources, governance, and risk management. We are excited for the future of Chemtrade under Doug's tutelage. Switching over to financial results, I won't go through our 2021 full year financials in detail. I would like to briefly highlight our performance for the year. For the year ended December 31, 2021, we earned EBITDA of CAD 280.4 million, which is CAD 15.1 million higher than in 2020 due to higher EBITDA for the electrochemical and SPPC segments, and the recovery of CAD 17.7 million from the NATO lawsuit settlement. The higher earnings were partially offset by lower EBITDA for the WSSC segments and the CAD 17.5 million impact of the stronger Canadian dollar. Our results also included CAD 14.2 million relating to the Potassium Chloride and Vaccine Adjuvants business that we sold in November 2021. For the year, Chemtrade generated CAD 84.1 million of distributable cash comfortably above our distributions declared during the year. While we also took several positive steps to improve our balance sheet, as outlined on the next slide. The most material development on this front was the sale of our Potassium Chloride and Vaccine Adjuvants business in November 2021 for net proceeds of CAD 182.7 million. Using the proceeds from the sale, we reduced our senior debt and leverage by 0.7. We also completed a CAD 70 million equity offering earlier in the year. With the proceeds from this offering, we also used for deleveraging. Additionally, Chemtrade extended the maturity on our credit facility by 2 years to December 2026. In December 2021, we completed a successful offering of a new series of convertible debentures that mature in August 2027, allowing for the redemption of our 2023 debentures and leading Chemtrade with no outstanding debt maturities until 2024. We also announced last month that we have launched a process to sell our North Vancouver real estate through a sale-leaseback transaction, which has the potential to provide additional financial flexibility and significant liquidity for investments in organic growth, while also helping to further reduce our debt level. Turning to our business outlook. While the operating environment remains dynamic, we see 3 primary sources of growth for Chemtrade for 2022 over the medium term. First, we expect growth from ongoing broad-based rebound from COVID lows being seen in industrial end markets, which is supportive of increased demand and pricing for many of the products within our portfolio, such as Sulphuric Acid and Chlor-Alkali chemicals. Secondly, Chemtrade has a number of organic growth projects that are either already underway or in the advanced planning stages, which are anticipated to be meaningful contributors to increased profitability over time. We will discuss some of Chemtrade's more notable organic growth projects in a minute. Thirdly, we continue to focus on driving operational improvements throughout our facilities and across the organization, including continuing to execute on productivity and reliability initiatives that we first launched in 2020 as we reinforce a culture of continuous improvement. Through identifying projects that drive improved operational efficiency and effectiveness, implementing best practices across the business, and leveraging technology to improve performance, we are targeting to achieve CAD 10 million in incremental cost savings each year. Beginning with Sulphuric Acid, merchant Sulphuric Acid continues to rebound on improved industrial activity. Regen acid has also rebounded nicely as the rate of North American driving continues to normalize and refinery utilization rates have increased. ultrapure acid demand remains robust and increasing, which I will expand upon shortly. Additionally, we are optimistic that recent sharp increases in sulfur prices will translate into higher pricing for Sulphuric Acid over time. Near term, we expect the elevated sulfur prices to pressure margins for our water treatment chemicals as it takes time to pass on these higher raw material costs to our customers. We expect to pass on these additional costs as contracts are renewed, and we remain confident in the long-term outlook for water treatment chemicals, which is characterized by stable but growing demand. Meanwhile, trends remain very positive across our Chlor-Alkali product portfolio. Caustic Soda prices remain well above levels seen a year ago and are near historical highs. Chlorine markets, which have benefited from tight industry supply and improving industrial and construction demand, and Hydrochloric Acid demand and pricing have benefited from improvements in rig counts due to increased fracking activity. The strength in Chlorine and Hydrochloric Acid are particularly notable as strong demand for these products allows our North Vancouver Chlor-Alkali plant to run at high operating rates and fully capture the benefits of higher Caustic Soda prices, a key source of earnings upside for our company. Additionally, with recent supply dislocations that have resulted from geopolitical conflicts, we believe the market for these chemicals could remain strong for at least the next 12-18 months, while we also remain very bullish on the longer-term outlook for Chlor-Alkali. The other product in our EC segment is Sodium Chlorate. Sodium Chlorate markets remained under pressure from ongoing softness in demand for office paper. We are focused on renewing contracts at higher prices, and we remain hopeful that Sodium Chlorate will see a demand rebound as individuals return to the office. We would also remind our shareholders that our production facility in Brandon, Manitoba, has the lowest production cost in the industry. As a result of the continued strong dynamics we are seeing in our product portfolio and our robust first quarter results announced, we have revised our EBITDA guidance for this year upwards by CAD 35 million. For a more fulsome discussion on our recent results, our outlook, and our revised 2022 guidance. Please refer to our first quarter MD&A published yesterday and available on our website and or the replay of our first quarter conference call held earlier today and also accessible through our website. Looking now at Chemtrade's organic growth projects, we believe that there are attractive opportunities available for organic growth across many of our key products. The single largest opportunity that we see currently for organic growth is for the UltraPure Sulphuric Acid that we sell to the semiconductor industry. Demand from this industry for UltraPure acid is projected to increase by 2-3 times over the next five years, largely owing to the on-shoring of semiconductor production in North America. As a North American leader in UltraPure acid, and to capture this anticipated growth in demand, Chemtrade announced a CAD 50 million investment into our Cairo, Ohio, production facility, which is progressing well and will support a 60% increase in capacity at this facility, including enhancing the quality of our acid produced. This project is expected to deliver a very attractive return on investment, with the project expected to be completed by the end of 2023. We also continue to evaluate additional organic growth, or additional projects to help capture even more of this anticipated growth. We expect to have more positive news to deliver soon. A second attractive organic opportunity is the monetization of green hydrogen. Chemtrade already produces green hydrogen through our sodium chlorate and Chlor-Alkali manufacturing processes, which use renewable hydroelectric power. Green hydrogen is expected to become a more significant energy source in a low carbon future. Chemtrade continues to make strong headway on its projects. We have been developing projects to allow us to fully monetize the hydrogen streams at our Prince George, B.C. and Brandon, Manitoba facilities. We expect construction of the Prince George site to begin later this year, with production anticipated to begin next year. The Brandon opportunity is expected to be even more significant given the scale of the facility and the byproduct hydrogen it produces. We expect to be able to share additional details of this project before long. We also see good opportunities for growth in water chemicals. Increasing regulations for water treatment and general population growth support heightened demand for our coagulants over time. Chemtrade sees opportunities to expand capacity for certain of our high-growth water chemicals, including PAC and ACH. Moreover, we believe that there may be opportunities to expand into new specialized products should doing so be economically attractive. Finally, in addition to organic growth projects I outlined, Chemtrade continues to evaluate additional smaller organic growth projects across the organization that we expect to drive additional growth. Alongside these projects, we continue to strive for ongoing operational improvements as previously discussed. Finally, I'd like to make a few comments on our environmental, social, and governance issues, which we take very seriously at Chemtrade. While we remain in the early stages of our ESG journey, we are striving to take a leadership position on this front as we believe in being good stewards for all stakeholders, including the communities in which we operate. Summarized on this slide are five of our key company initiatives, which are all targeted for 2025, and we announced in March of this year. These targets span across environmental, social, and governance, and we believe that they are consistent with our goal to lead in this area. First, regarding greenhouse gas emissions, we are targeting a 50% reduction in our Scope 1 emissions. Second, we will ensure that 85% of our electricity is from hydro or other renewable energy sources. Third, 20% reductions are targeted in industrial waste through reuse and process efficiencies. Fourth, we are targeting a 50% reduction of workplace injuries. Finally, to improve workplace diversity, we will achieve and maintain at least 30% women and 50% designated groups defined as women, visible minorities, indigenous and/or disabled individuals in management positions and on the board by the 2024 shareholder meeting. To conclude, our business results are very strong this year, and we believe they will continue in the coming years. We have some tremendous organic growth opportunities with UltraPure acid, hydrogen, and water products. Our focus on reliability and productivity will continue across our organization. We will drive improvements in our leverage ratio even with our spending on growth. Finally, with our new ESG long-term targets, Chemtrade will be a leading corporate example in the chemical industry. We would like to thank you for your continued support and for your attendance today and would welcome any questions you may have at this time. Thank you. Thank you, Scott. If questions have been sent in, I would ask Rohit to re-read them, and we'll try to answer them. Yes, Lorie. Lorie, I just refreshed my screen, and there are no further questions that have been raised. If there are no further questions, I would like to thank everyone for attending the meeting today, and, the call is concluded. Thank you very much. This concludes the meeting. You may now disconnect and have a pleasant day.