Altius Renewable Royalties Corp. (ARR) Earnings Call Transcript & Summary

May 22, 2024

Toronto Stock Exchange CA Utilities shareholder_meeting 24 min

Earnings Call Speaker Segments

Operator

operator
#1

Ladies and gentlemen, welcome to the Annual and Special Meeting of Altius Renewable Royalties Corp. Please note that this meeting is being recorded. I would like to introduce Ben Lewis, CFO of Altius Renewable Royalties Corp. Mr. Lewis, please go ahead.

Benjamin Lewis

executive
#2

Thank you. Good afternoon, everyone. I'm Chief Financial Officer of Altius Renewable Royalties Corp. And it's a pleasure to welcome you to our Annual and Special Meeting, which is being conducted virtually and in person. I would like to briefly introduce the structure of the company. As you may know, ARR is 58% owned by Altius Minerals, a TSX-listed company. ARR itself owns 50% of an operating entity, Great Bay Renewables, in a joint venture with Apollo Funds. It is through this joint venture that the company makes its investments in the renewable energy market. The key role of the ARR Board is to provide oversight to capital allocation decisions and to provide guidance on strategy, short- and long-term goals and to monitor the company's progress in achieving its objectives. I would like to take this opportunity to thank the directors of ARR for their hard work over a very active 2023 and year-to-date 2024. With me on the call today are Brian Dalton and Frank Getman, CEO of ARR and Great Bay Renewables, respectively, who will be available for questions following the formal remarks. I will now introduce David Bronicheski, who will preside over the meeting as Chair as Earl Ludlow is not available today.

David Bronicheski

executive
#3

Welcome, everybody. The meeting will now come to order. My name is David Bronicheski, and I will be acting as Chair for this meeting. With your approval, I will ask our Corporate Secretary, Flora Wood, to act as secretary of the meeting; and Christopher de Lima of TSX Trust Company to act as scrutineer of this meeting. I'll now turn to the formal items of the meeting. We have the following matters of business to conduct today: first, the presentation of the audited financial statements for the year ended December 31, 2023; two, the reappointment of Deloitte LLP as the corporation's auditors; three, the election of 5 directors; four, the approval of the nonbinding advisory vote on executive compensation, commonly known as say on pay; and finally, the approval of all unallocated options, RSUs and DSUs available for issuance under ARR's long-term incentive plan. Only registered shareholders who held shares as of the meeting record date and those persons appointed as proxy holders are entitled to vote and participate at this meeting. Registered shareholders and duly appointed proxy holders who have logged into the TSX Trust virtual meeting platform with their control number and who have not voted and wish to vote during the meeting may vote. Voting on the applicable items of business to come before today's meeting will be conducted by a single electronic ballot. Once the voting has opened, you can click on to the Voting button on the left of your screen. From there, the resolution and voting choices will be displayed. To vote, simply select your voting direction from the options shown on the screen. I will advise shareholders when the ballots will be closing. In order to ensure that the meeting covers all of the business items within a reasonable period of time, we have prearranged with ARR's CFO and Corporate Secretary, being Ben Lewis and Flora Wood, respectively, to move and second certain resolutions. This procedure is not an attempt to discourage participation but merely a way to expedite proceedings in a virtual environment. For those of you who have logged in using your control number, you will see an icon labeled Ask a Question. [Operator Instructions] For those of you who are not registered shareholders and are logging in as guests, you will also be permitted to ask questions. [Operator Instructions] We have previously mailed the meeting materials and the financial statements of the corporation for the year ended December 31, 2023, and the auditor's report thereon. I direct that copies of the documents mailed to the shareholders be kept by the secretary with the minutes of this meeting. If there is no objection, the reading of the notice of meeting will be dispensed with. Pursuant to the bylaws of the corporation, business may be transacted at this meeting if not less than 2 holders are personally present owning or representing by proxy not less than 5% of the shares entitled to be voted at the meeting. I have received the preliminary scrutineer's report, and it shows that there are 105 shareholders personally present or represented by proxy at the meeting, representing 27,606,034 common shares or 89.666% of the shares entitled to be voted at the meeting. I confirm that there is a quorum of shareholders present at the meeting. I direct that the scrutineer's report be annexed to the minutes of this meeting as a schedule. I now declare that the meeting is called and properly established for the transaction of business. I am advised by the secretary that the preliminary voting results indicate that each of the resolutions to be voted on at the meeting has received support from over 99% of votes cast. To my knowledge, the decision of the meeting will be in favor of each resolution to be considered. We will conduct a vote on each resolution before the meeting today virtually. After the meeting concludes, a press release will be disseminated announcing the voting results for each of the motions and will be filed on SEDAR. At this time, I will ask TSX Trust to please open the platform for voting on all remaining resolutions. While I will review each matter for voting individually, registered shareholders and proxy appointees who have accessed the voting platform and have not already voted their shares are free to vote on any of the resolutions, and the results will be tabulated accordingly. The first item of business is the presentation to shareholders of the financial statements of the corporation for the fiscal year ended December 31, 2023, and the auditor's report therein. A copy of the financial statements has been mailed to each registered shareholder. The 2023 results were also publicly disseminated through the company's filings on SEDAR. With the consent of the meeting, the reading of the auditor's report will be dispensed with, and the financial statements are tabled. The next item of business is the appointment of the auditors of the corporation. I believe Ben Lewis has a motion in this connection. Ben?

Benjamin Lewis

executive
#4

I move that Deloitte LLP Canada, Chartered Professional Accountants, be appointed auditors of the corporation until the next annual meeting or until their successors are appointed and that their remuneration as such be fixed by the Board of Directors.

Flora Wood

executive
#5

I second the motion.

David Bronicheski

executive
#6

Voting is now open on your screen. And based on the votes received by proxy, it is expected that this resolution will be approved. I will pause for a moment to allow for any comments or questions from shareholders on the virtual platform or in the room. The next item of business is the election of directors. I believe Ben Lewis has a motion with respect to the election of directors. Ben?

Benjamin Lewis

executive
#7

I nominate Earl Ludlow, Karen Clarke-Whistler, David Bronicheski, Anna El-Erian and André Gaumond to hold office until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act of Alberta and the bylaws of the corporation.

Flora Wood

executive
#8

I second the nominations.

David Bronicheski

executive
#9

Again, I will pause for any questions on or comments on the nominations. I see no questions. The next item of business is the approval on the nonbonding advisory basis of management's approach to executive compensation, commonly referred to as say on pay. I believe Ben Lewis has a motion. Ben?

Benjamin Lewis

executive
#10

I move that the nonbinding advisory vote on executive compensation as presented in the circular be approved.

Flora Wood

executive
#11

I second the motion.

David Bronicheski

executive
#12

I will pause for questions or comments. Not seeing any questions or comments, the final item of business is the approval of the unallocated options, RSUs and DSUs available for issuance under ARR's... [Technical Difficulty] Ben, you may be muted.

Benjamin Lewis

executive
#13

Sorry, David. I lost you there for a second. I move that the issuance of the unallocated options, RSUs and DSUs available for issuance under ARR's long-term incentive plan as described in the circular be approved.

Flora Wood

executive
#14

I second the motion.

David Bronicheski

executive
#15

A reminder to everyone that most of you have already cast your votes on these motions. Therefore, you do not need to vote again today on your screen. Are there any further director nominations? As there are no further nominations, I now declare the nominations closed. Again, voting is underway. And if you are eligible to vote, please cast your votes electronically based on the proxies received. In advance of the meeting, it is expected that all resolutions will pass. The polls will now be open for 1 additional minute. [Voting]

David Bronicheski

executive
#16

I now ask that TSX Trust now close the polls. I declare the motion to appoint Deloitte LLP Canada, Chartered Accountants, as the auditor of the corporation at a remuneration to be fixed by the Board carried. With respect to the election of directors, each nominee has received the majority of yes votes, and I declare them duly elected to act as directors of the corporation until the next annual election of directors or until their successors are elected or appointed subject to the provisions of the Business Corporations Act and the bylaws of the corporation. With respect to the motion approving on a nonbinding advisory basis the approach to executive compensation, this motion received a majority of favorable votes, and I declare it carried. Finally, with respect to the motion approving the unallocated options, RSUs and DSUs available for issuance under ARR's long-term incentive plans as described in the circular, this motion also received a majority of favorable votes, and I declare it carried. Are there any questions from the floor? I see no questions. So given that there are no questions, I would ask Ben Lewis to entertain a motion that the formal portion of this meeting be terminated. Ben?

Benjamin Lewis

executive
#17

I move this meeting be terminated.

Flora Wood

executive
#18

I second the motion.

David Bronicheski

executive
#19

The formal part of the meeting has now been terminated, and I would like to turn the floor over to Brian Dalton, CEO of ARR; and Frank Getman, CEO of Great Bay Renewables, for their remarks. I would also point out that a presentation has been added on the ARR website under Investors Presentations, and you are welcome to peruse that presentation.

Brian Dalton

executive
#20

Thank you, Mr. Chairman. I'll have some very brief sort of summary remarks on the year. As David pointed out, there is a presentation that's available on the website. And following my remarks, we certainly welcome any questions with respect to, obviously, the remarks or to the materials that are included on the website presentation. And again, I'll point out that Frank Getman, CEO of Great Bay, is also available for any questions. So to summarize, it was actually quite a strong year for the business. We continue to see a very good ramp-up of royalty revenue relating to past investments as well as some new ones that were made over the course of the year. So generally speaking, we would say that we see revenue -- royalty revenue from the business ramping up largely to plan. It was another strong year as well in terms of what we're seeing as far as adoption for royalty type financing has been taking hold in the broader market. We would -- I think it's safe to say right now that most of the players within the renewable energy space, particularly in the U.S. and North American market, now recognize that renewable royalty financing is an alternative to more mainstream or traditional sources of financing. So that's a strong point of progress we're quite proud of. It was another good year for deal flow, and that certainly came through with some of the transactions that were announced. A lot of that has to do with the backdrop that we're seeing in the broader market. The more traditional forms of capital available to the sector are or have been quite constrained. Certainly, the cost of debt financing, which has always been a large part of the renewables industry, has gone up and become a little more constrained generally. And I think even more dramatically, there has been a lot of weight on equity valuations in the sector. So that tool has become a lot less attractive. And just for reference there, we note that the renewables index, the main TSX renewables index currently trades at about 1/3 of the level it would have when we completed the IPO 3 years ago. That's not to complain. That backdrop of more difficult mainstream or traditional financing sources has actually represented a strong tailwind for this business and has made royalty type financing relatively more attractive and has certainly brought quite a bit of business opportunity our way. Now that can be double-edged. Obviously, to the extent that we would require equity financing ourselves in order to complete these investments, well, that's difficult. But I think one of the key highlights of the past year was the ability of the GBR team to secure significant access to debt capital, so nondilutive equity financing. And it came -- it's of sufficient size and on attractive terms relative to the deal opportunity set and types of return profile we believe we're able to -- or we have been achieving in the marketplace. There was also a pretty strong progress throughout the year when I think back to some of the earlier-stage investments we've made in the last number of years, so backing developer pipelines. We're really starting to see a good flow of those projects work through the pipeline now and come out the other side as cash flowing royalties. So that's certainly -- it's an embedded part of the growth profile that we're envisioning, and we see that continuing the next few years for sure. Other backdrop elements, I guess there is remarkable growth in demand for electricity in the U.S. markets that we're active in. And the reasons for that are actually manyfold, but it's translating into a demand surge that really kind of growth projections that haven't been seen in many decades in that market. So that's pretty strong tailwind. And we're also seeing that a number of the customers who are seeking that additional access to power are very preferentially looking for that to be renewable-based. What else? I'd just comment that we continue to have an excellent working relationship with our JV partner at the GBR level in Apollo, continue to, I think, bring different strengths, but really a strong working relationship that I believe has not only helped us with sourcing deal flow, but it makes all of our deals that much tighter and better. I'm very, very happy with the team development at the GBR level that's occurred during the course of the year. There were some new additions to come in and help with the increased workload. And that integration has been very, very seamless. So well done to Frank and the whole team there in executing, I would say, to a degree that they've been fighting outside of their weight class. This has been a really fun, hardworking team to be part of. And again, congratulations, and I know you'll keep it going. And lastly for me, I just wanted to point out our great appreciation for the continuing support of you, our shareholders. And with that, please feel free to raise any questions. Either Frank or I would be happy to address those. And also, again, you can refer to the website presentation if you wish as part of that or just any general questions that you might have, we're happy to deal with. So over to questions, please. Mr. Chairman, I don't believe we have any questions from the floor today.

David Bronicheski

executive
#21

Thank you, Brian. At this point in time, I'll turn things over to TSX Trust to conclude the virtual aspect of this meeting.

Operator

operator
#22

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.

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