Cargojet Inc. (CJT) Earnings Call Transcript & Summary

Good afternoon, everyone, and welcome to the Cargojet AGM. My name is Pauline Dhillon, Executive Vice President. Our Lead Director, John Webster, is acting as Chair of this meeting at the request of the directors of the company. Please note that in the event of any technical difficulties, John has asked me to continue the formal part of the meeting. Before I turn the call over to John, please allow me to provide a disclaimer regarding forward-looking statements. Certain statements made during this meeting regarding Cargojet's current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments and any other statements that are not historical facts constitutes forward-looking statements. Forward-looking statements are based on current estimates and assumptions made by management in light of its experience and perception of historical trends, current conditions and expected future developments as well as other factors that management currently believes are appropriate and reasonable in the circumstances. However, there are no assurances that such estimates and assumptions will prove to be correct. Many factors could cause Cargojet's results to differ materially from those expressed or implied by the forward-looking statements. For a discussion of these factors, we refer you to the risk factors set forth in the company's annual information data dated February 2020 as well as Cargojet's other public findings available under SEDAR at sedar.com. Listeners should not place any undue reliance on forward-looking statements made at this meeting. John, please go ahead.

Good afternoon and [Audio Gap] special meeting of the shareholders of Cargojet Inc. My name is John Webster. I am the Lead Director of the company. And the Board of Directors of the company has delegated to me the authority to lead the meeting of shareholders today. As this meeting is held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi virtual interface. Please note that there will be a slight delay in the publication of the communications received. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Questions will generally appear shortly after they are submitted, but will only be addressed during the question period at the end of the meeting, provided the questions regarding procedural matters are directly related to the months before the meeting may be addressed during the meeting. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. When you are asked to vote, you will receive a message on the Lumi virtual interface, requesting you to register your votes. You will only have a certain amount of time to do so. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I now ask that the annual meeting of the shareholders of the company come to order. I appoint Fernando Garcia, Vice President, Corporate Governance and Corporate Secretary of the company, as Secretary of the meeting. For the purposes of this meeting, I appoint Computershare Investor Services Inc. through its representative [ Rite Bockery ], as scrutineers to report on the number of common voting shares and variable voting shares represented at this meeting, to compute the votes of any polls taken at this meeting and to report thereon to the Lead Director. The purposes of today's meeting are set out in the management information circular of the company dated February 26, 2020. The notice calling this meeting, the management information circular in the form of proxy were mailed to shareholders on or around March 6, 2020, along with the audited consolidated financial statements of the company for the fiscal period ended December 31, 2019, and related MD&A to shareholders of the company who requested such statements and related MD&A. As announced in Cargojet's press release dated March 16, 2020, to proactively deal with the unprecedented public health impact of the coronavirus disease 2019, also known as COVID-19, Cargojet changed the location of today's meeting from an in-person to the virtual format in which we are currently convened. Accordingly, unless there is any objection, I will dispense with the reading of the notice of the meeting. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR website. Our transfer agent, Computershare Investor Services Inc., has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by the company's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such business items. When you are asked to vote, you will receive a message on the Lumi virtual interface requesting you to register your votes. You will only have a certain amount of time to do so. After you have registered your votes for all business items of today's meeting, the transfer agent will compile the votes in respect of each business item. I have been advised that there are voting shares representing more than 25% of all outstanding voting shares of the company present. And therefore, a quorum of shareholders of the company is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers' report, and I direct that their formal report be annexed to the minutes of this meeting as a schedule. As the first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the company as at and for the fiscal period ended December 31, 2019, together with the auditor's report to the shareholders thereon. Copies of such documents have been mailed to the shareholders who requested such statements, and it is not proposed to read them to the meeting. The next item of business is the election of directors. The company did not receive notice of any director nominations in connection with the meeting in accordance with the advanced notice bylaw. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the company are the management nominees. The 5 directors to be elected by the shareholders of the company shall hold office until the close of business of the first annual meeting of shareholders of the company following election or until their successors are elected or appointed: James Crane, Ajay Virmani, Arlene Dickinson, Paul Godfrey and John Webster have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Ontario Business Corporations Act. Since there are no further nominations, I move and second a motion to elect the directors. The motion is now on the floor. As a result of the company's majority voting policy, it is necessary to vote by ballot for the election of each director. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. We will, therefore, continue with the next item of business which is the appointment of the company's auditors, and you will be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. The next item of business is the appointment of the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee of the Board of Directors of the company has approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLP as the auditors of the company. I move and second that PricewaterhouseCoopers LLP, be appointed auditors of the company until the next annual meeting of shareholders and that the Board of Directors be authorized to fix their remuneration. The motion is now on the floor, and you will be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. The next item of business is the approval of the ordinary resolution, the full text of which is set out in Schedule A of the management information circular, approving the adoption of the Omnibus Long-Term Incentive Plan. I move and second that the ordinary resolution approving the adoption of the Omnibus Long-Term Incentive Plan, which shall be taken as read be approved. The motion is now on the floor. And you will be prompted to vote on the ordinary resolution adopting the Omnibus Long-Term Incentive Plan after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. The next item of business is the approval of the ordinary resolution, the full text of which is set out in Schedule C of the management information circular, confirming the adoption of bylaw #4 of the company and repealing the company's bylaws #1, 2 and 3. I move and second that the ordinary resolution confirming the adoption of bylaw #4 of the company and repealing the company's bylaws #1, 2 and 3, which shall be taken as read, be approved. The motion is now on the floor. You will be prompted to vote on the ordinary resolution confirming the adoption of bylaw #4 of the company and repealing the company's bylaws #1, 2 and 3 after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. The final scheduled item of business is the approval of the special resolution, the full text of which is set out in Schedule E of the management information circular. In respect of a plan of arrangement, effecting amendments to the articles of the company, to align the restrictions on the level of non-Canadian ownership and voting control with those prescribed by the definition of Canadian in subsection 55(1) of the recently amended Canada Transportation Act. I move and second that the special resolution in respect of a plan of arrangement effecting amendments, company's articles, which shall be taken as read, be approved. The motion is now on the floor. Unless there are any questions or discussions, I will move to the voting procedures. As we mentioned earlier, voting today will be conducted by a single electronic ballot. You will now be prompted to register your vote in respect of each of today's business items for this meeting. Please register your votes by accessing the voting page when prompted and pressing on the for or withhold buttoned text to the name of each proposed director and next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the company's auditors. Please register your votes by press on the for or against buttons next to each of the following resolutions. The ordinary resolution with respect to the approval of the adoption of the Omnibus Long-Term Incentive Plan, the ordinary resolution with respect to confirming the adoption of bylaw #4 of the company and repealing the company's bylaws #1, 2 and 3, and the special resolution in respect of a plan of arrangement effecting amendments to the company's articles of amalgamation. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We will wait a few moments for the completion of the electronic ballots and then move with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately 1 minute to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters. We will reconvene in a few moments with the scrutineer's report and the voting results. [Voting]

Thank you for waiting. I have received the scrutineer's report and confirm the following. Each of the 5 nominees have been elected as directors of the company to serve until the next annual meeting of shareholders or until their successors are elected or appointed. The appointment of PricewaterhouseCoopers LLP as the auditors of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. The ordinary resolution approving the adoption of the Omnibus Long-Term Incentive Plan has been approved. The ordinary resolution confirming the adoption of bylaw #4 of the company and repealing the company's bylaws #1, 2 and 3 has been approved. The special resolution in respect of a plan of arrangement effecting amendments to the company's articles of amalgamation has been approved. I direct the results of the poll for the election of the directors be included with the minutes of this meeting announced in a press release in accordance with the policies of the TSX and filed on SEDAR. The formal items of business as set out in the notice of meeting have now been dealt with. I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I will now turn the meeting over to Ajay Virmani, the CEO of Cargojet, for a question-and-answer period.

Hello. It's Ajay Virmani. Should I continue with my comments? Hello? Okay. Cargojet's -- my comments are mostly going to be regarding the current crisis we are going through and how Cargojet is coping with. You guys are fully familiar with what Cargojet does as shareholders, but my comments will be more focused on the current situation. Cargojet's business has continued without interruption during the COVID-19 pandemic. We are essential service and -- in keeping the North American supply chain moving. Protecting the continued health and safety of our employees and operation is a priority for all of us. We have implemented a compensation enhancement plan for all employees to assist and providing continued supplies of sanitization products and continue to apply -- supply sanitization products for all of our employees. Experiencing peak, like volumes demand on our overnight network, especially related to e-commerce, but temper that volume growth with an exception that business-to-business volumes will drop off, business continues to shut down, however, business-to-consumer volumes continue to grow. Adjusted our domestic network to offset higher operating costs and to provide additional aircraft capacity to meet higher demand has been a key process of our planning going forward. We have temporarily suspended our scheduled international service to Germany and limited our ad-hoc charters to only North America, realizing that there is more demand and more need for this country at the present time. Focus is -- our focus is on operating our domestic network on time and efficiently and for longer haul. Our air service to Canada's north Iqaluit and other northern points, our ACMI business to Bermuda route, which is very critical and also our flights for DHL, which are bringing in essential supplies from the U.S. are continuing. We are working with regulators at Transport Canada to provide extension of our planned heavy aircraft maintenance check, so we have no interruption of service. And also, we have asked extension of pilot licenses and medical to make sure that nobody has taken out a circulation. We have suspended our CapEx plan to make sure that only necessary, absolutely necessary expenses are being covered at this time. This is to preserve cash and our objective remains to make sure that our liquidity remains intact during these uncharted waters. I would like to turn it over to John Kim, our CFO, to give you a further update, please.

Thanks, everyone. John Kim is unavailable. We've had some technical difficulties. [Technical Difficulty] Good afternoon, everyone. John Kim is unable to join us.

I can, Pauline, go over John Kim's comments quickly. Can you guys hear me?

Yes, Ajay. Everyone can hear you.

Okay. John has been working actively with all our banks to ensure that we have a $400 million cargo credit line that we are trying to extend it for a 5-year term, which we renewed it in last October. And we're trying to add 2 more years and extend the credit line to $500 million, although we are not even close to it, but we want to ensure that we have a continued supply of cash in case if things get worse. So this is a prudent thing for us to do, and all our banking partners have confirmed to us verbally that they'll strongly support this. And hopefully, within the next week or 10 days, we should have some kind of a formal extension in place that we have been assured of. We are also ensuring that all our CapEx remains absolutely necessary. Our guidance is that we would -- on the CapEx, we had a budget of $110 million to $120 million. We'll be way under that. And we're not spending any extra cash. We're looking at all the ways that we can preserve cash and build liquidity going forward. So thank you very much.

We're now moving the lines for questions. I believe we have one question coming in. Ajay, if you could please address that.

Yes. We had one 767, that is in Israel, being converted and will be delivered in September or October. That is still the plan because the commitment has been made, the money has been spent. And that aircraft will be available to us in September, October. The plan of that aircraft was first to do peak in 2020, November, December, which is still the plan. And we will also be looking at placing that aircraft on another route with another customer we are in negotiation with.

Okay. At this time, we have no further questions, so we will conclude the AGM. Thank you all for participating today. Have a good rest of the day.

Thank you.