ASM 2016

May 11, 2016

Slides

Thank you, Aaron. And I will now begin by calling the meeting to order. I'll start by just saying we have lots of really good seats up front. We're not planning to take a collection, so you're welcome to just move up a little where you can get a better view of the slide presentation. Firstly, welcome to all of you. It is wonderful to see a great turnout again. We almost always get great turnouts for our annual meetings because we have so many loyal shareholders, many of whom are in this room and have been shareholders of Exchange Income Corp. Since its beginning. And it's always good to see you, and we hope you enjoy the meeting and the food and beverage that we have there for you. I'll just say my name is Gary Fillman. As a Director and Chair of the Board of Exchange Income Corp, I will act as Chair of this meeting. I will lead us through the formal part of the agenda, and then we will have a presentation by our CEO, Mike Pyle, on the company's progress during the past year, after which we'll have an opportunity for questions from registered or beneficial shareholders. This is an annual and special meeting of shareholders of EIC. Diane Spencer, an officer of EIC, will act as secretary of the meeting, and I also appoint Kirsten Dillon to act as scrutineer. Everyone present should now be registered with the scrutineer, and all proxies should have now been deposited. If that has not happened, would you please deposit your proxies now? On 04/06/2016, the notice calling this meeting of shareholders was sent to all the shareholders of record on March 3136. The declaration as to such mailing has also been filed on SEDAR. Will the scrutineer please submit the report on attendance? Mr. Chairman, I confirm that there are 18 people and 68 proxies representing in person and by proxy 10,012,148 shares or 36% of the issued and outstanding shares. Thank you, Kirsten. The chair adopts the scrutineers' report as read. Notice having been mailed as required and a quorum being present, I declare that this meeting is duly constituted for the transaction of business. The first item of business is to receive and consider EIC's consolidated financial statements for the period ended December 3135, together with the auditor's report on these statements. The financial statements and the auditor's report on them were included with the material sent out giving notice of this meeting and as well PWC's audit partner, Travis Muir, is here to answer any questions. Unless there are any questions of management or the auditors, we will take the financial statements and auditors report as received and considered. The second item of business is to appoint the auditors of EIC for the ensuing year and to authorize the directors to fix the remuneration of the auditors. Now I'm sure with all this noise here, you haven't been able to hear that motion, so I'll repeat it. Donald Struber, the Chair of the Audit Committee, has moved that PricewaterhouseCoopers LLP be appointed auditors of EIC to hold office until the next annual meeting or until their successors are duly appointed and the directors be authorized to fix the auditor's remuneration. Thank you. The motion has been seconded by Adam Turwin. You've heard the motion by Donald Struber and seconded by Adam Turwin. All those in favor, please signify by raising your hand at this time. Any contrary? I declare the motion carried unanimously. I declare PricewaterhouseCoopers, LLP, be appointed as auditors of EIC. The third item of business is the election of the directors of EIC for the ensuing year. The chair will now entertain a motion to consider an ordinary resolution to fix the number of directors of EIC at 10 members and to elect 10 directors to hold office until the next general meeting of shareholders or their earlier removal or resignation. Duncan Jessamine, Gary Fillman, Mike Pyle, Donald Struber, Gary Buckley, Edward Warkinton, Brad Bennett, Serena Craveld, Jeffrey Olin, and Alan Davis have been nominated for election as directors of EIC. Are there any further nominations? If there are no further nominations, would someone move that the nominations be closed? I move to resolve that nominations be closed and Duncan Jessamine, Gary Philman, Mike Pyle, Donald You've heard the motion by Richard Wolrick, seconded by Adam Turwin. All those in favor, please signify by raising your hand. Any contrary? Thank you. I now declare that the number of directors is fixed at 10 and that Duncan Jessamine, Gary Philman, Mike Pyle, Donald Struber, Gary Buckley, Edward Warkentine, Brad Bennett, Serena Craveld, Jeffrey Olin and Alan Davis are elected as directors of EIC to hold office commencing immediately and continuing until their successors are duly elected or appointed. The fourth item of business is the approval of certain amendments to the Second Amended and Restated General Bylaw one of the corporation. I will now entertain a motion approving amendments to the Second Amended and restated general bylaw number one of the corporation adopted by the Board of Directors. Mr. Chairman, be it resolved as an ordinary resolution of the independent shareholders of Exchange Income Corporation that the amendments to the Second Amended and Restated General Bylaw one of the Corporation as more particularly described in the management information circular of the corporation dated 04/01/2016, and are hereby ratified and confirmed and any one director or officer of the corporation and is hereby authorized and directed to do and perform all such acts and things to execute and deliver or cause to be executed and delivered. For in the name of and on behalf of the corporation all such deeds, documents and other instruments as may be necessary or desirable to perform or give effect to the provisions of this resolution. Thank you. You have heard the motion by Michael Swiston and seconded by Richard Walrook. All those in favor, please signify by raising your hand. Any contrary? Thank you. I declare the motion carried unanimously. The fifth item of business is to approve the second amended and restated employee share purchase plan of the corporation. I will now entertain a motion approving the second amended and restated employee share purchase plan of the corporation adopted by the Board of Directors. Mr. Chairman, I move be it resolved as an ordinary resolution of the independent shareholders of Exchange Corporation, that the second amended and restated employee share purchase plan of the corporation, as more particularly described in the management information circular of the corporation dated effective 04/01/2016, be hereby approved and that the directors of the corporation be hereby authorized to reserve for issuance from time to time such number of shares as may be issued pursuant to the terms of the Second Amended and Restated Employee Share Purchase Plan of the corporation. Corporation be and is hereby authorized to continue issuing shares under the Second Amended and Restated Employee Share Purchase Plan until May 1139, being the date that is three years from the date of this shareholder approval of the Employee Share Purchase Plan, and any one director or officer of the corporation be and is hereby authorized to execute, deliver and file such documents, and do all such other things as such persons considered necessary or advisable to give effect to the foregoing resolutions. Thank you. You've heard the motion by Michael Swiston and seconded by Richard Walrick. All those in favor, please signify by raising your hand. Any contrary? Thank you very much. I declare the motion carried unanimously. Now is there any further business to be conducted at this meeting? If not, I will entertain a motion to terminate this meeting. All in favor? I declare the meeting to be terminated. Thank you all very, very much. And now the part that you've really come for, I know, is that the presentation on the year that has preceded by Mike Pyle, our CEO of EIC, and he'll comment on the year and then I know he'll be happy to take questions afterwards. So thank you very much, ladies and gentlemen. Thank you all for coming today. It's great to get a chance to talk to our shareholders. It's fun that we've been doing this in Winnipeg since 2004 and a lot of the faces are the same. At the risk of jumping the gun on what we've got later in the presentation. And point out, the people who bought in our original IPO at $8 with today's dividend increase are now earning a 25% per year return on their dividend. So I think we'll see you here next year as well. When you look at our performance since our public offering in 02/2004, what we put here is this is a comparison of the total return if you invested in the TSX index. Their total return would have given you a profit of 123% over those twelve years or roughly 10% a year. If you bought EIC instead, you'd be better offended to the extent of 500%. So the stock has had a long track record. We've had challenges in certain years. But when you stay true to your plan and true to your story, you can deliver an exemplary return for your shareholders. I'll go through quickly. You guys have all seen this when we reported our year end, but just some highlights here. You can see our revenues grown to $800,000,000 last year, which represents a CAGR of cumulative annual growth rate of over 13%. Our EBITDA has grown by 20%, and that reflects the growth in the margins that we've had in addition to just the growth in revenues. And our free cash flow, less maintenance CapEx, which is really the core number for EIF shareholders because that's the money we use to pay out our dividend, has grown by a slightly greater rate of 2320.3%. On a per share basis, and I think this is important because when you look at a company that's growing as rapidly as we are and re tapping the capital markets on a regular basis, growth for the sake of growth doesn't mean anything. We need to grow on a per share basis so each shareholder benefits each time we make a transaction. And if you take a look at our free cash flow less maintenance CapEx, we've gone from $1.26 in 2013 to over $3 this year. Our net earnings have gone from $0.50 to $1.63 and our adjusted net earnings have gone from $0.61 to $2.09 I would point out for the first time since about 02/2006, our adjusted net earnings exceed our dividend. And that's really significant because our adjusted net earnings are now taxable. The last time we had earnings that exceeded our dividends, we were an income trust and the taxes were paid by the shareholders. So that's a significant barrier we broke through in 2015 when our earnings exceeded our dividends. Our share performance last year showed a growth from 23% to 28.5%, which is a share price gain of 23%. When you plug in the dividends and everything, that amounts to a 33% return over the year compared to a TSX return, which was negative. Our yield as at year end was 6.7%. And here's that chart versus the TSX composite again with us being up 33% per year, the TSX down 8%. So that gives you a delta or a difference between our performance of over 40%. So our strategy, and I'm going to do this quickly because it's the same as it's been every year. We're consistent. If you read when we put out our Q1 report, we actually took a quote out of our original prospectus from 02/2004, and our model hasn't changed. In twelve years, we've done a series of acquisitions, divestiture. But what you can see from this is we don't have an annual target or an annual goal for acquisitions. Adam leads our team. And when we have opportunities, we're going to take advantage of them. And when there isn't anything that's accretive, we'll just wait. You'll see as we talk about our quarter later on in my presentation that we're fully capable of growing through organic growth without acquisition when the right deal doesn't come. Diversification. It's the cornerstone of our business model. In Canada, so many of the businesses are greatly affected by changes in commodity prices or changes in the Canadian dollar. And when your core value is to write a check to your shareholders every month, you need to be able to deal with those changes. In the first quarter, as an example, we saw the dollar change from an percent, $0.8 exchange rate all the way down to $0.65 and now we're back up $0.78 or $0.79 We've been able to be on both sides of those transactions. So companies like Regional One, where you see their CRJ700 in the corner, generate dollars, U. S. Dollars, which help us in the time of U. S. Dollar strength or Canadian weakness, but that's offset by overhauling our Canadian planes where the costs are in U. S. Dollars. So we're largely ambivalent as to the value of the Canadian dollar because we're hedged on both sides. The same can be said for oil prices. Right now, we benefit in our airlines from very low oil prices, low jet fuel prices, making them more profitable. But conversely, if Ray Moyer and my folks from Alberta would be here, they would be telling you it's not the best time. And so again, we're fairly ambivalent one way or another where those commodity prices go and we can prosper in either environment. We have 13 different companies and a number of diversified revenue streams. But I think one of the most important things to understand is while we report a sector as aviation with about 80% of our EBITDA coming from there. That's made up of a whole bunch of different things. We've got medevacs. We have scheduled airlines flying into First Nations communities. We've got maritime search and rescue. We've got Regional One buying and reselling aircraft and leasing aircraft. In the first quarter of this year, we did business in over 60 countries around the globe. And that's the ultimate level of diversification where we're not tied to one market, one customer or one revenue stream. The other key D word in our business plan is discipline. We talked about diversity. For us, discipline means we don't pay too much for what we buy. When we look at companies, there's occasionally great companies we'd love to have that other people will pay more than we will. We're not going to buy a deal and have it dilute the existing shareholders. So we're looking at companies that operate in unique niche markets, generate strong free cash flow, have a demonstrated proven management team and the deal is accretive to our existing shareholders day one, not after synergies, not after we make changes. Those are the sprinkles on the Sunday for our shareholders. Our deals have to be accretive from how we buy them and then we improve them with how we operate them. Regional One is a great example. You hear a lot of talk about Regional One. We bought them a couple of years ago for approximately $90,000,000 and the company was making in the upper teens in terms of EBITDA. They are involved in the sale of aircraft and parts of aircraft as they leave Tier one carriers and go to Tier two and Tier three carriers. And by doing the fact that they understand the core values, if you look at that CRJ behind you, we bought 13 or 14 of those. Some of them have been torn into parts, others have been sold and some have been leased like the one you see here. And their ability to arbitrage between all those potential revenue streams of an asset has enabled us to learn exemplary revenue. It's also enabled us to reduce the cost of operating our airlines as they go out and source parts for Perimeter, Comair, Provincial and enable us to reduce the operating costs in those businesses. Subsequent to purchasing that company, we've invested more than the original purchase price and growth investments. But I'm proud to tell you that the EBITDA of that business has tripled and it hasn't stopped growing yet. We have invested over 25,000,000 there in the first quarter of this year alone. Provincial, which we bought at the beginning of last year, is our second foray into the aerospace world. They fly into northern communities in Quebec, Labrador and Maritimes just like Perimeter and Calm Air do here. But in addition, they're flying maritime surveillance for the government of Canada, in The Caribbean and in The Middle East. You can see two aircraft here. And I'd strongly encourage you, we've got some of the experts and the pros who fly and operate these aircraft for us here To take the time before you go and they'll show you what's in these aircraft and the tremendous expertise this team has in adapting aircraft for the needs of our customer. It's grown dramatically, and we announced at the end of the last year a contract to maintain aircraft in The Middle East for one of our biggest customers in The UAE. Okay. So let's get on to what we really want to talk about, our Q1 results. I'm proud to tell you that the Q1 we had is by far and away the best first quarter we've ever had. With the benefit of very little from acquisitions, the only thing that we didn't have in the first quarter of last year that we do this year is Machine. And Bed Machine contributes approximately $2,000,000 in EBITDA. So the vast majority of what you see here is organic growth. Our revenues were up 20%. Our EBITDA is up 35% from 31,100,000.0 to $44,300,000 If you exclude the $2,000,000 in EBITDA generated by Ben, EBITDA organically is up 36% year over year. And that demonstrates the power of being able to be patient. We don't have to do acquisitions to grow your dividend. We will do acquisitions to grow your dividend when the right deal presents itself, but only when the right deal presents itself. Our free cash flow less maintenance CapEx was up 124 from $9,000,000 to 16,800,000.0 More importantly, I talked about that it needs to improve on a per share basis. Well, when you look at our free cash flow as maintenance CapEx, we've gone from $0.40 a share to $0.61 a share. And we've developed a payout ratio, which I'm going talk about in a little bit, which for the first time in over a decade is below 100% in the first quarter. And those of you who know our story know that when we're flying into First Nations communities in the North in the first quarter of the year, there's winter roads. So we have a competitor that we don't have the rest of the year. So typically, we don't generate enough to pay our dividend in the first quarter and then over generate in the balance of the year to give us the positive payout ratio we have. But this year, with the diversification from provincial, the growth of Regional One and strong performance in other places, we've been able to exceed our actual dividend rate. Net earnings has grown by 900 from $04 to $0.36 And adjusted earnings, which excludes the cost of buying our companies, acquisition costs and amortization of intangible assets, grew from $0.16 to $0.43 Finally, what this means is our five year average payout ratio in the first quarter was 194% because of the seasonality factors. Last year, with the addition of provincial and improved performance at our legacies and growth at regional, we brought that down to 109%. This year, it's 79%. It's our lowest payout ratio in a decade and more importantly, it's actually, before tax, the lowest payout ratio we've ever had in the first quarter because the only other time we were below 100%, we were in income trust and we weren't paying tax, the shareholders were paying the tax. Now that payout ratio is below 100% with us funding the tax payment. That's enabled us to increase our dividend to $2.1 on an annualized basis. That's a 5% increase. It's the third increase in eighteen months, and it brings the total increase over that period to 20%. That's a performance that virtually no one on the TSX can match. With that, I've walked you quickly through the quarter. I'm glad to answer any questions you have. And once we're done, I'm going to ask Brian Chafem, our CEO from Provincial, to come up and lead you through a little bit on our maritime surveillance business. But let's answer whatever questions you may have before we do that. Oh, you guys are taking it easy on me. Well, Brian, you're up. Thanks, Mike, and thanks for the opportunity for us to tell you a bit more about us and our story. I encourage you, as Mike alluded to, to really take a tour of the aircraft and let our crews tell you what we do because it's a bit different talking about it than it is just when you touch and feel and see some of the unique things that we do. So back when we started this, we started off flying the green yellow plane here. It was a King Air for the Department of Fisheries and Oceans. We replaced a fleet of aircraft that were decommissioned. And our goal was to monitor overfishing on the East Coast Of Canada. Back then, that was a major issue in this country and there was a lot of illegal overfishing that was occurring off the nose and tail of the Grand Banks off Newfoundland. So we started our program and we started to become very successful. It was a very pioneering contract for us for a government to outsource surveillance. That was a unique circumstance. And so we took advantage of that and started to grow this unique capability. But as with any people who are conducting illegal activity, they find a way to get around what you're doing. So we were doing surveillance in the day, so they started to overfish in the night. So that created what I referenced is a point in time where you really saw the unique creative solution culture that is a part of what PAL is today entering to our culture of our company. And what you see next is we came up with a technology flash system, and we can take pictures. This is a real picture of a ship 200 miles off the coast of Newfoundland in pitch dark night. And we've used this technology for the last twenty five years, and we have never lost a conviction in a court of law against someone overfishing. So as we started to get more and more successful in this business, other government departments started to take notice of what we were doing and we started supporting other activities. Here is an example where we started to get into supporting search and rescue. In this case here, we are providing top cover for search and rescue activity off the coast of Nova Scotia, and it started to broaden our core competency. And we're starting to get a bit of momentum. This is when we started really moving. And what you see now coming up is we started to do other things to broaden our core competency. Again, search and rescue, now we're working with D and D. This is infrared monitoring what's on a vessel so we can see what's going on, probably looking for certain things on that vessel. And then this is just a tracking this is a page from the technology of our radar where we're tracking land and sea targets. So this is just an example of some of the technology advances we started to generate. So we were feeling pretty good and we were developing a core competency here in Canada, and we decided that we were ready to take that around the world. And opportunity came in Curacao for this aircraft here, but we had to raise the barrage. So not only were we doing supporting search and rescue, we actually wanted to get into the business of saving lives. So here we developed a drop hedge, a drop a life raft in the ocean to rescue swimmers who are at great risk there. Seeing that video, that's exactly what happened there. So again, we continued to grow. And then after winning that contract, we started to prove ourselves and we got more and more core competency development. And here's an example of us detecting drug smugglers in The Caribbean and working with the Dutch coast guard down there to apprehend those guys. And as a perfect example is just last week, there was published results of us detecting drug smugglers and a successful drug interdiction. And matter of fact here, and I encourage you, like I say, to go over, Captain Kathy Morgan is here, and she was the pilot of that flight. So now we're getting known around the world, I guess, as a player in this field. So we get opportunities to advance into other areas, and we're getting into cases where now militaries are starting to look for us for solutions. Basically, we won our big UAE contract. There's a lot of things I can't really show you on that because they're proprietary to the militaries and they wouldn't want to. But our sophistication level rose a great deal in the next five years of the company. And here's just an example of us testing electronic surveillance measures and this is a chaff and flare self protection system that we installed on a customer of ours in The Middle East. There's a better view here of it. I'm not an engineer or anything, but I think that's kind of pretty cool. So here we are two or three years ago when we have potentially all these opportunities, great opportunities, and it was the perfect time, I think, for us to join the EIC family. We needed the support to take advantage of some of the opportunities around the world. And not two months into joining EIC, that was certainly tested when fixed wing SAR RFP came out. And without hesitation, they were there to support us. And they continue to do that today. And we couldn't have bid that contract with our partner Airbus without the support of EIC. It's over a three billion dollars program and we play a large role in it. So we're excited about where that could take us. And it's not just the support of EIC. I came in here this morning preparing to speak and was quite proud to show off my own aircraft. I just got excited again when I saw Regional One's aircraft here and them in custom helicopters because my mind just starts wondering because that is a core competency that matched with our surveillance core competency, opens up another whole breadth of opportunities for us in this world. And so working with the other players, custom, another opportunity as well to open up a whole new market is pretty exciting for us. So I really encourage you to go over and see what we do. We have two full crews who fly these missions every day. They are proud of what they do. We are proud of what they do. And quite frankly, they are the best of what they do. So thanks very much.