Cargojet Inc. (CJT) Earnings Call Transcript & Summary

Hello. And welcome to the Annual Meeting of Stockholders of Cargojet, Inc. Annual Meeting 2021. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to John Webster, current Chair of Compensation and Nominating Committee and prior Lead Director. The floor is yours.

Good afternoon, and welcome to the Annual General Meeting of Shareholders of Cargojet, Inc. My name is John Webster. I'm the current Chair of the Compensation and Nominating Committee, and I was the prior Lead Director of the Board of Directors of Cargojet throughout 2020. The Board has delegated to me the authority to lead the meeting of shareholders today. As this meeting is being held in a completely virtual format via live audio webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. One, questions in respect of a motion can be submitted by any registered shareholder or newly appointed proxy holder using the instant messaging service of the Lumi virtual interface during the formal part of the meeting. Please note that there will be a slight delay in the publication of the communications received. After the formal part of the meeting has concluded, all attendees, including those attending the meeting as guests, who would like to ask a question may do using instant messaging service of the Lumi virtual interface. Two, when asking a question, please indicate your name, which entity you represent, if any, and confirm if 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 that questions regarding procedural matters are directly related to the motions before the meeting may be addressed during the meeting. Four, 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 given the opportunity to vote on each business item after the presentation of all such business items. Five, registered shareholders who submitted a valid proxy in advance of the meeting do not need to vote by electronic ballot at the meeting. If you do not vote at the meeting, your previously submitted proxy will continue to be counted in the vote tabulation. Six, registered shareholders who choose to vote by electronic ballot at the meeting will be revoking any previously submitted proxies, and only the electronic ballots submitted at the meeting will be counted in the vote tabulation. Seven, when registered shareholders and duly appointed proxy holders are given the opportunity to vote, you will receive a message on the Lumi virtual interface requesting you to register your vote should you choose to do so. You will only have a certain amount of time to vote. 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, Legal, 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, Kate Stevens, as scrutineer 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 to set out the management information circular of the company dated March 3, 2021, as supplemented by a press release of the company dated March 17, 2021, announcing a change to the director nominees listed in the circular. Except as described in the press release, the circular remains unchanged from that which was mailed to the shareholders and previously filed on SEDAR. The notice calling this meeting, the management information circular and the form of proxy were mailed to shareholders on or around March 4, 2021, along with the audited consolidated financial statements of the company for the fiscal period ended December 31, 2020, and related MD&A to the shareholders of the company who requested such statements and related MD&A. 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 the 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 provided the opportunity 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 complete 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 the shareholders of the company is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report, and I direct their formal report to 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, 2020, 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 its advanced notice bylaw. Accordingly, the only persons eligible to be nominated for the 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 the shareholders of the company following election or until their successors are elected or appointed. A press release was issued on March 17, 2021, announcing that Alan Gershenhorn has been appointed to the Board and nominated to stand for election as a director of the company at this meeting in place of James Crane. Mr. Crane has resigned from the Board in line with the best corporate governance practices in order to pursue a business venture in the United States with which Cargojet has a commercial relationship. The Board thanks Mr. Crane for his invaluable leadership and contribution to the company. Cargojet is relying on the discretionary authority granted to management in the circular to substitute Mr. Gershenhorn as a director nominee in place of Mr. Crane. A comprehensive biography of Mr. Gershenhorn is set out in the press release dated March 17. Mr. Gershenhorn brings over 40 years of experience in the United States and international enterprise logistics to the Board. During his 39-year tenure at United Parcel Services, Inc., otherwise known as UPS, the world's largest package delivery company, Mr. Gershenhorn served in very significant leadership positions, including most recently as Executive Vice President and Chief Commercial Officer through June 2018. At UPS, Mr. Gershenhorn directed strategy, mergers and acquisitions, marketing, sales, public affairs, communications and key growth strategies globally across the organization. Mr. Gershenhorn is currently a principle of Horn Strategy Partners, LLC, which provides strategy and business development advisory services to technology and logistics businesses. To vote for the election of Mr. Gershenhorn as a director of the company at the meeting, shareholders have been directed to treat the election boxes for Mr. Crane on the form of proxy or voting instruction form, as applicable, as election boxes for Mr. Gershenhorn. You will see that for the purposes of the online ballot at this meeting, Mr. Gershenhorn's name has been included in the list of director nominees, and Mr. Crane's name has been removed. That being said, for greater certainty, all votes previously cast in support or withheld for Mr. Crane shall continue to be treated as votes cast in support or withheld for Mr. Gershenhorn. If you previously voted or withheld from voting for Mr. Crane and wish to vote in the same manner for Mr. Gershenhorn, you do not need to vote at this meeting. If you do not vote by online ballots during the meeting, your previously submitted proxy will not be revoked and will remain valid. If you do choose to vote by online ballot during this meeting, you will be revoking any and all previously submitted proxies for this meeting. In addition to Alan Gershenhorn, Ajay Virmani, Arlene Dickinson, Paul Godfrey and John Webster has been nominated as directors for the ensuing year or until their successors are elected or appointed. Additional information with respect to each of these directors is included in the circular. 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 Corporation Act. Since there are no other nominations, I move and second the 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 ballots for the election of each director. As mentioned at the beginning of the 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 the shareholders' 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 the 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. As we mentioned, voting today will be conducted by a single electronic ballot. You will now be prompted to register your vote in respect of each 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 buttons next to the name of each proposed director and next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the company's auditor. 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 electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed holders over approximately 1 minute to complete the electronic ballot. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of the 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 auditors of the company has been approved and the Board of Directors of the company has been authorized to fix their remuneration. I direct that the results of the poll for the election of the directors to 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 Jamie Porteous, Executive Vice President and Chief Commercial Officer of Cargojet, who will be giving a presentation.

Thank you, John, and good afternoon, ladies and gentlemen. Thank you for joining us today at Cargojet's Annual General Meeting. It's my privilege today to go through a quick PowerPoint presentation, although be it in a virtual format. Prior to reviewing, I ask that you note the comments regarding caution concerning forward-looking statements on Slide #2 of the PowerPoint presentation. Flipping to Slide #3. Cargojet is Canada's cargo airline. Over the past 20 years, we have built an incredibly successful Canadian business, achieving over 90% market share of the domestic air cargo market in Canada and building a $3 billion market cap public company. Turning to Slide 4. Our business model is unique and provides guaranteed cash flows through the unique structure of our customer agreements. We have built a deep moat around our business, and the barriers to entry for any competitor are extremely high. We enjoy excellent labor relations with our entire Cargojet team, including our pilot group. Slide #5. A few years ago, we undertook an internal strategic plan to diversify our revenue base. Today, we have 3 key business segments that drive revenue and growth. One, our strong domestic air cargo networks serving 16 cities from coast to coast. Two, our ACMI, or aircraft crew maintenance and insurance business, where we operate and maintain dedicated aircraft for a single customer and operate on their schedule at their routes. And three, our all-in charter and scheduled international service, which is mainly ad hoc, somewhat unpredictable, other than last year's PPE charters. Flipping to Slide #6. The COVID-19 pandemic had a profound and positive impact on Cargojet's overall business. Our domestic overnight business benefited from the surge in e-commerce demand and growth that continues today. Our ACMI business also grew due to strong global e-commerce demand and acute shortage of global air cargo capacity. Note that over 50% of the world's air cargo capacity used to be provided by the belly of passenger aircraft. And three, we freed up aircraft from out of our fleet to respond to an urgent onetime PPE charters for the federal and various provincial governments in Canada. Flipping to Slide #7. E-commerce will continue to be a big driver of growth on our domestic overnight network. As illustrated, Canadian online consumers lagged significantly behind the U.S. and U.K. as a percentage of overall retail sales. Next slide, COVID has accelerated consumer behavior and likely pulled forward by several years the growth rate of online shopping by Canadian consumers. Slide 9. Our domestic business continues to benefit from this e-commerce growth with virtually all of our customers participating in the B2C space. All major customer contracts are structured similarly with take-or-pay type arrangements and pass-through of any changes in variable costs, most notably fuel. No major contracts are up for renewal over the next several years, and we are proud to say that we have never lost a customer nor not successfully renewed a customer contract, most often several years before the expiry of the initial term. Slide 10. Strong global commercial Interline agreements helped Cargojet to fill underutilized capacity, although it's somewhat muted during this pandemic with less passengers flying. Slide 11. Reliability and on-time performance, our customers' #1 priority, which allows them to deliver to their customers on time. Cargojet has an enviable and unparalleled record of on-time performance over the past 20 years. Slide 12. Our ACMI business has benefited from the lack of global air cargo capacity caused by the COVID-19 pandemic and a structural shift away from the dependence on passenger belly carriers for air cargo lift. Cargojet has successfully grown our ACMI business by over 40% over the past 2 years and now operate a total of 9 dedicated aircraft on an ACMI basis. Slide 13. Our ad hoc and scheduled charter services have also benefited by the lack of global air cargo capacity, especially the urgent need for PPE in the early days of the COVID-19 pandemic. Cargojet was very proud to operate over 100 dedicated charter flights bringing urgently needed PPE into Canada for all Canadians. Slide 14. Cargojet recently announced the acquisition of 5 new 767-300s and 2 777-300 aircraft to our fleet to meet growing demand. 3 of the 767s are to replace spare aircraft used to bring on our recent new ACMI route started in 2020. We are completely confident that these additional incremental aircraft being delivered in 2022 and 2023 will be immediately placed into revenue service. Now some brief financial highlights, flipping to Slide 16. 2020 was a record year for Cargojet with a 37% year-over-year increase in revenues and a 74% increase in cash flows. Slide 17. E-commerce growth here in Canada and globally, combined with an acute shortage of air cargo capacity, will continue to provide opportunities for Cargojet to grow its business in each of its revenue segment. Slide 18. Cargojet's share price rose dramatically in 2020. And although we have seen an unwarranted drop off lately, we fully expect that our continued focus on profitable growth, the strengthening of our balance sheet by paying down debt, providing unlevel -- unparalleled levels of service to our customers and taking advantage of very strong growth metrics in all segments of our business will be reflected in a stronger share price going forward. Slide 19. In terms of our business outlook, our business remains very strong with significant growth opportunities. Global air cargo demand has never been higher and a continued and likely permanent shortage of air cargo capacity is providing significant growth opportunities for Cargojet here at home in Canada and internationally. Thank you, and I will now turn the meeting back over to John Webster.

Thank you, Jamie. I will now pass the meeting over to Ajay Virmani, President, Chief Executive Officer of Cargojet for further remarks and a question-and-answer period. [Operator Instructions] We will now give attendees a brief moment to type in their questions. For each question we answer, we will summarize the questions and read out loud the name of the person who ask such questions, and if applicable, the entity such person represents. We would like to remind you that questions, which are already answered or that are redundant or repetitive will not be published nor answered. Over to you, Ajay.

Thank you, John. Thanks, everybody, for joining Cargojet's Annual General Meeting. We sincerely appreciate your support and joining the meeting. First of all, I want to thank Jim Crane, our Director and our Chairman, who resigned a few weeks ago. And I simply -- I'm lost for words for the contribution Jim has made to me, personally, and also to the organization. His guidance and leadership will be sincerely missed. And under his direction, the company certainly grew to the record levels as you guys have all seen. So thank you, Jim, for your contributions. I also want to welcome Alan Gershenhorn. Alan Gershenhorn is no stranger to Canada. He was the President of UPS in 2001 to 2004. Alan is very familiar with Cargojet. He's given us some valuable advice over the years. And I think Alan's addition to the Board certainly is a testament that we are committed to ensuring that the business we are in receives the guidance and leadership that we all need. So thank you, Alan, for accepting the Board position. 2020 was a very challenging year for us, as we all know. We -- the company grew at record levels because of the pandemic and e-commerce growth. Certainly, 2021 will be a year of adjustment where we will have to see how the e-commerce plays out, but all indications are that some of the trends in e-commerce are permanent, and they're not about to change. However, we do expect certain adjustments to happen in terms of buying habit and shipping. But certainly, all indications are that e-commerce is going to double, if not more, in Canada as it still lags behind Europe and U.S. and Asia. As I said, the fundamentals of our business are strong and got stronger. Looking at the market opportunities, as you guys know, we have new fleet of aircraft coming in. We have plans to enter into international markets. We see that the passenger cargo capacity on passenger planes is severely reduced and is not expected to come back for the next 2 to 3 years. And even with that and the change of global shipping on the e-commerce basis, we feel confident that our international expansion would be a key to diversification and growth. Cargojet has always managed its assets and business in a very prudent manner. And we will ensure that the growth plans that are for international are accretive and contribute positively to our bottom line. Besides the new aircraft, we also managed to clear up most of our debt. As a matter of fact, 90% of our fleet will be paid out this year. And with a solid balance sheet, we feel that we are -- we will be very competitive and effectively compete in any markets. Cargojet sees very strong growth opportunities, both globally and in North America. And we are a team of over 1,200 professionals who are ready to take on this challenge. So thank you very much, and we're open to questions now.

There are no questions. So we'll turn it back to Ajay to close the meeting.

Thank you very much, everybody. We sincerely appreciate everybody joining us and your confidence in Cargojet. And thank you to the team of Cargojet and it's [indiscernible] especially, thank you to our customers in putting your trust in us, and we will continue to deliver [indiscernible] as we have done in the past 20 years. Thank you very much.

And this concludes your meeting. You may now disconnect. We