Exchange Income Corporation (EIF) Earnings Call Transcript & Summary

May 10, 2023

Toronto Stock Exchange CA Industrials Passenger Airlines shareholder_meeting 70 min

Earnings Call Speaker Segments

Donald Streuber

executive
#1

Good morning, everyone. Oh, that's loud. Good morning, everyone, and welcome to the Annual and Special Meeting of the shareholders of Exchange Income Corporation. It's great to see so many of you here today and particularly those who have been shareholders since the establishment of our company. My name is Don Streuber, and as a Director and Chair of the Board of Directors, I will act as Chair of this meeting. Before we begin, we would like to acknowledge that this meeting is taking place on Treaty One territory, the original lands of the Anishinaabeg, Cree, Oji-Cree, Dakota, Lakota, and Dene Peoples and the birthplace and homeland of the Meti Nation. We also acknowledge that our water is sourced from Shoal Lake 40 First Nation. We respect and give honor to the Indigenous People's history on this land and recognize First Nations, Meti, Intuit People's ongoing contribution in our neighborhoods and communities today. 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 will have an opportunity to answer questions from registered or beneficial shareholders. For those of you attending virtually, instructions on how to ask questions and the voting procedure will appear on your screens. As with any technology, unexpected glitches may occur, but our service providers for this platform at Lumi are very experienced at running this type of meeting and will help us out if any issue arises. The meeting will now come to order, and I will ask Dianne Spencer to act as Secretary of the meeting, and Steven Nguyen and Chantel Rondell of TSX Trust Company to act as scrutineers. Everyone present in person should now be registered with the scrutineer, and all proxies should have been deposited. If not, please do so now. The Secretary has confirmed that the notice calling this meeting with shareholders was filed on SEDAR on March 10, 2023, and the record date of the determination of shareholders entitled to receive notice of and to attend and vote at the meeting was April 6, 2023. The scrutineers have provided the chair with a report and the Chair adopts the scrutineer's report confirming that there are present by proxy a sufficient number of persons holding a sufficient number of shares entitled to vote at the meeting to constitute the quorum. Voting delegates and any other person attending a meeting with shareholders may address the meeting when there is a call to discuss a motion before -- should you wish to address the chair on any motion, please raise your hand, and the Chair will call upon you. Or for those attending virtually, please type in your question or comment in the message section and the moderator will read the question aloud. Notice having been mailed as required and quorum being present, I declare that this meeting is duly constituted for the transaction of business, and the polls are now open for all resolutions with voting required for 4 of them. We will conduct the votes on the matter before us by poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be opened for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your vote. If you have already voted in advance of the meeting and do not wish to change your vote, you do not need to vote again during the meeting. Finally, we would like to remind you that our answers to your questions and our presentation may contain forward-looking information. By its nature, this information contains forecast assumptions and expectations about future outcomes, which are subject to the risks and uncertainties discussed more fully on our public filing documents. We will now go through each of the items on the agenda in turn. The first item of business is to receive and consider Exchange Income Corporation's consolidated financial statements for the period ended December 31, 2022. Together with the auditor's report on these statements, the financial statements and report on them were included with the material sent out giving notice of this meeting and are available on SEDAR and the corporation's website. Hans Anderson, PricewaterhouseCooper's audit partner for the EIC audit, is in attendance here today. Unless there are any questions of management or the auditors, we will take the financial statements and auditor's report as received and considered. The second item of business is to appoint the auditors of Exchange Income Corporation for the ensuing year and to authorize the directors to fix the remuneration for the auditors. Would a voting delegate please make the motion?

Richard Wowryk

executive
#2

Mr. Chair, I move to resolve that PricewaterhouseCoopers LLP be appointed as auditors of Exchange Income Corporation to hold office until the next annual meeting or until their successors are duly appointed and the directors be authorized to fix the auditors' remuneration.

Adam Terwin

executive
#3

Mr. Chair, I second the motion.

Donald Streuber

executive
#4

You have heard the motion by Richard Wowryk and seconded by Adam Terwin. Any questions or discussion?

Dianne Spencer

executive
#5

Mr. Chair, there is no discussion at this time.

Donald Streuber

executive
#6

Thank you. As there is no discussion, I now call for a vote on the motion before the meeting. All those in favor, please signify by raising your hand. Any contrary? Motion is passed with all voting and virtual delegates -- sorry, also cast on Lumi, can't pass until we get them as well. We will move on. The third item of business is the election of the Directors of Exchange Income Corporation. As we did not receive any other nominations in compliance with our advanced notice bylaw, I declare the nominations closed. And I will now entertain a motion to consider an ordinary resolution to elect 10 directors to hold office until the next general meeting of shareholders or their earlier removal or resignation. Brad Bennett, Gary Buckley, Polly Craik, Barb Gamey, Bruce Jack, Duncan Jessiman, Michael Pyle, Melissa Sonberg, Donald Streuber and Edward Warkentin have been nominated for election as Directors of EIC. Would a voting delegate please make the motion?

Richard Wowryk

executive
#7

Mr. Chair, I move to resolve that Brad Bennett, Gary Buckley, Polly Craik, Barb Gamey, Bruce Jack, Duncan Jessiman, Michael Pyle, Melissa Sonberg, Donald Streuber and Edward Warkentin be elected as directors.

Adam Terwin

executive
#8

Mr. Chair, I second the motion.

Donald Streuber

executive
#9

You have heard the motion by Richard Wowryk, seconded by Adam Terwin. Is there any discussion of this motion?

Dianne Spencer

executive
#10

Mr. Chair, there is no discussion at this time.

Donald Streuber

executive
#11

As there is no discussion, I now call for a vote on the motion before the meeting. All those in favor, please signify by raising your hand. Any contrary? Would all virtual voting delegates please enter your votes in Lumi. The fourth item of business is to approve the fourth amended and restated shareholder rights plan of the corporation. A summary of the key features of the fourth amended and restated shareholder rights plan of the corporation was included in the corporation's management information circular dated April 6, 2023. And a copy of the fourth amended and restated shareholder rights plan may be obtained by contacting the corporation at the address set forth at the end of the Management Information Circular or on SEDAR at www.sedar.com. Would a voting delegate please make the motion?

Richard Wowryk

executive
#12

Mr. Chair, be it resolved that as an ordinary resolution of the shareholders of Exchange Income Corporation that the shareholder rights plan of the corporation be continued and the fourth and amended and restated shareholder rights plan agreement to be made as of May 10, 2023 between the corporation and TSX Trust Company as rights agent, which amends and restates the third amended and restated shareholder rights plan agreement dated June 25, 2020, be and it is hereby authorized and approved. And any one director or officer of the corporation be and is hereby authorized for and on behalf of the corporation to execute, deliver and file such documents and do all such things as such person considers necessary or advisable to give effect to the foregoing resolution.

Adam Terwin

executive
#13

Mr. Chair, I second the motion.

Donald Streuber

executive
#14

You have heard the motion by Richard Wowryk and seconded by Adam Terwin. Is there any discussion of this motion?

Dianne Spencer

executive
#15

Mr. Chair, there is no discussion at this time.

Donald Streuber

executive
#16

As there is no discussion, I now call for a vote on the motion before the meeting. All those in favor, please signify by raising your hand. Any contrary? Would all virtual voting delegates please enter your votes in Lumi. The fifth item of business is to approve, on an advisory basis, the corporation's approach to executive compensation. As described in the corporation's management information circular dated April 6, 2023, the corporation's compensation policies and procedures are based on the principle of pay for performance. The Board believes they align the interests of the corporation's executive team with the long-term interests of the shareholders. Would a voting delegate please make the motion?

Richard Wowryk

executive
#17

Mr. Chair, be it resolved that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of Exchange Income Corporation, the shareholders of the corporation accept the approach to executive compensation disclosed in the management information circular delivered in advance of the Annual and Special Meeting of the Shareholders of the corporation.

Adam Terwin

executive
#18

Mr. Chair, I second the motion. You've heard the motion by Richard Wowryk, seconded by Adam Terwin. Is there any discussion of this motion?

Dianne Spencer

executive
#19

Mr. Chair, there is no discussion at this time.

Donald Streuber

executive
#20

As there is no discussion, I now call for a vote on the motion before the meeting. All those in favor, please signify by raising your hand. Any contrary? Would all virtual voting delegates please enter your votes in Lumi. We will now take a short pause to answer any questions that have been submitted to permit any registered shareholder or proxyholder who has not already done so to record their votes on Lumi on the motions before the meeting. Having received no questions, I will close the polls in 30 seconds. Can somebody hum the Jeopardy song? The polls are now closed and the motions unanimously carried. I have now received the preliminary scrutineers' report. With respect to the election of directors, I'm advised by the scrutineer that each of the proposed nominees has been duly elected. With respect to the resolutions to appoint the auditors, approve the fourth amended and restated shareholders rights plan of the corporation and approve on an advisory basis the corporation's approach to executive compensation, I am advised by the scrutineer that these resolutions have been duly carried. The detailed results of this meeting will be announced in a press release and will be included in the voting report to be filed on SEDAR as soon as practical after this meeting. Is there any further business to be conducted at this meeting? If not, I will entertain a motion to terminate this meeting.

Richard Wowryk

executive
#21

Mr. Chair, I move to terminate the meeting.

Adam Terwin

executive
#22

Mr. Chair, I second the motion.

Donald Streuber

executive
#23

You've heard the motion by Richard Wowryk and seconded by Adam Terwin. Is there any discussion of this motion?

Dianne Spencer

executive
#24

Mr. Chair, there is no discussion at this time.

Donald Streuber

executive
#25

Thank you very much for joining our annual and special meeting today. There being no further business, I am pleased to call Mike Pyle up to the podium and present his presentation. Let's give them a round of applause for a really good quarter.

Michael Pyle

executive
#26

I'm glad you did that in advance in case this isn't very good. You see Dave Filmon in the audience there. He said we have to start with this before I talk, so here's our forward-looking statements. What I want to talk about today are how we did last year. We're going to talk about 2022, talk about some of the key accomplishments and how we laid the groundwork for 2023. Then we're going to talk about the results we released early this morning that we're very excited to show you. And based on the stock market this morning, some other people are pretty pleased with them, too. And talk a little bit about where we see ourselves going. And then we're going to try something new this year. You saw how we put up our new breakdowns of our segments, and we brought in all our CEOs from the subsidiaries, the people that actually make all the money that let us pay dividends. And we're going to bring them up to the front, and we're going to give you the opportunity to direct questions to them about any of our businesses and what they have. It's the first time we've done it, so we'll see how it goes. And if it works, we'll do it again in the future. During different economic times, different companies perform well and perform poorly. But the real test of a business strategy and a business model is how you perform over prolonged periods of time. We're over 20 years old now, approaching 20 years old now, and we've been through a bunch of cycles. We've been through the market crash of 2008. We've been through the [mark to hodais] period in 2016. We've been through COVID. Our business model has been tested in a wide variety of ways. And what I'm really proud -- I think if you remember one slide of everything today, I hope it's this slide. If you look here, you can see what returns our shareholders gained over this period. And if you look for the people who were in since inception, they've averaged an annual compounded return of 20%. That compares to the stock market, the TSX, of about 7%. And if you compare us to the dividend companies, which we use the Aristocrat Index as a comparative, that's also about 7%. We've generated 3x the annual return of the stock market, and that's something we're very proud of. But during a presentation when I used this chart before, one of the guys, one of the people I presented to said, well, that's all well and good, Mike, but what if we missed the IPO, and we weren't smart enough to invest day 1, and we invested later on? Is it just that you had to buy at that very first day to have got that kind of return? We've calculated here what the returns are if you owned it for 15 years or 10 years or 5 years or just last year. And in every single period, we're at least 2x the exchange, the TSX, and 2x the dividend index. And what that tells you is investing in EIC isn't about picking the best day. It's not about, oh, geez, they're down, this is the perfect valuation. It's about we have a business model where we buy great companies, and we empower the people to run them. Head office doesn't think that we're suddenly smarter than the people who drove the companies that we wanted to buy. Our job is to give them the capital and stay out of the way. And you can see from these returns that it works. And it doesn't mean that we don't face challenges. We do. And individual businesses at given times have difficulties to deal with. But our diversity means that the strength in Company A and B lets us deal with the challenge in Company C while it gets going. And over time, it gets fixed. And not everybody is doing great at the same time. And that's the strength of this business model. If you're a shareholder and you live on that dividend, it's an important part of your free cash flow in your life, we want you to be able to go to a bad knowing my dividend is coming next month and give me a couple more months and it's probably going to be higher than it was now. And we've been able to do that. If you're going to remember 2 charts, this is the second one to remember. And this is the one the more people know about. When we started in 2004, we promised a dividend to our shareholders of $1.08. And remember, way back when, we were an income trust, so that meant you paid all the taxes because the taxes flowed through to you. Whereas now we're at dividend, so you're still paying a lot of taxes because we live in Canada, but it's a lower rate than it was under an income trust. We've increased the dividend 16 times over the last 18 years. More importantly, we increased it twice over the last 12 months. And if there's one number that we're super proud of, it's the 5% dividend CAGR. That means for 20 years, our shareholders have averaged an increase in their dividend of 5% per year. And there is virtually no stock on the TSX that can match that. Not the Canadian banks, not the resource companies, not the tech companies. That's a track record that we are proud of, and we will defend to the 9. That's why there's a regular discussion at our Board meetings about when the dividend increases, when do we think we can afford that. And the key of that decision is always based on, well, did we make enough money to be able to afford to pay it? Not this month, not next month, but forever. That's what's driven that 20% return we saw in the first page. We all know that we've gone through a pretty challenging period with the pandemic, particularly when you're in aviation and the government banned flying for a while and made it exceptionally difficult to do. But the diversity of our company allowed us to survive through it. If you look here, when you go from 2019 to 2020, there was a decline, but it wasn't a dramatic decline. Some of our fellow aviation companies discussed their operation in terms of how many millions of dollars of cash they were losing a day. At EIC, we maintained our dividend. Adam did some acquisitions during that period and Rich paid down our debt. Suring the worst of all times, we were still able to execute on our model. And the fun part of this is, if you look at '22, there's a massive jump off of where we were the year before. And we'll get to our guidance for this year, but that chart is going to continue the same shape as we go into 2023. Absolute growth doesn't mean much when you're buying companies. If you buy something, you better be bigger the day after you bought it than the day before. What matters is, are you more accretive? Do you provide more earnings to your shareholders the day after you do the deal than the day before? And if you can look on the right side, the lighter blue columns which show our ability to pay our dividend, we've gone from just over $3 to well over $4 over the last 2 years, an increase of about 25% in our ability to pay the dividend. The improvement is even more dramatic on the darker columns, which shows the adjusted net earnings. The company was hit more on an earnings point of view during COVID because you can't control your depreciation, so it continued during COVID. Whereas during, with the free cash flow point of view, we can control our capital expenditures and not spend as much cash. Bottom line is, we've come out of COVID stronger than we went in. A company is a lot more than its bottom line. You hear ESG endlessly in the media. And our Board has made it a huge part of what we do since we started, but not because of ESG. We talk a lot about doing the right thing because it's the right thing to do. You've seen some of the programs. We're exceptionally proud of what we do with the bombers and the jets bringing First Nations children in to attend sporting events that they would never get a chance to do on their own. I would honestly encourage you guys, we're going to do it again this year, National Reconciliation Weekend right around September 20. You're going to see a full section of the Bomber Stadium bathed in orange. Come and join us in the stadium that day. Come and see the looks on those children's faces when they get to do something. Most of these kids have never left their community. And we get to bring them down, let them celebrate, and see what's available, create a sense of optimism for those in those communities. And it's an expensive program. That one day cost us in excess of $1 million. It also costs hundreds of hours of volunteer time from our staff to look after all those people. It's something we're committed to. We don't do it so we can tick a box on our ESG form. It drives me insane how social responsibility has become about telling everyone how good you are. Social responsibility is about doing the right thing because it's the right thing to do, not because you get a mark from ISS on your report card. And we will continue to do that. Giving back is also about supporting the broader community. You saw this year EIC made the biggest contribution we've ever made to the Health Science Center, where we gave $1 million to the new Urology Clinic. That clinic is going to enable people to get diagnosed, treated, and back on with their lives in days instead of months. And more importantly, those people who used to be tying up space in the operating room will now leave that space for other people with other more serious challenges. We have to limit what we do, but we wanted to do something that affected all of our customers and our shareholders, so that's why we chose the project at HSC. And then finally on training. I talked a bit before about raising awareness on reconciliation. Reconciliation is about more than knowledge of the problem. It's about solving the problem. It's about creating economic opportunity in our First Nations communities, in our indigenous communities. We started the Tik Mason Flight School, where for a lot of you will remember, Tik is the person who won the Bill Wehrle scholarship, went to Moncton Flight College and became a pilot and now services his own community in St. Theresa Point. And quite frankly, is a bit of a rock star in the Island Lake area. There aren't many people who've made that need from the community into a job like that. And we asked him, how do we get more of you? How do we clone you? And he said, the hardest part of about this process was going to Moncton for the training, it's so far away from home. Under Robin's direction, we started the Tik Mason Pilot Program, where we brought in a dozen young people. I always say young people, it's not really true, they were from 20 to 30 something, but people who had a desire to become a pilot. Out of those 12, 11 walked away, largely completed their private pilot's license. This year, we've opened up that program again. It's twice as big, so we've got a bunch of new people in it. Plus, the people who went last year, most of them are back getting their commercial pilot's license. Hopefully, by the time we do this next year, they'll be working in our flight school, and the year following, they'll be flying the planes you see here. And if we can do that, if we could accomplish that, even if we get 25% of the people that start finish, they'll be role models in the communities. And if we have role models in the communities, you create hope. And from an entirely selfish point of view, from EIC's point of view, we create pilots who are likely to stay with us because they're servicing their communities. Where we get pilots from the southern communities, they're very quick to move on to other opportunities and fly the Dreamliner from Toronto to Shanghai. We think that if someone is from Shamattawa, there's a much greater chance they'll continue to service the community. So how are we doing this year? How did the year start? You could tell it's good because it's steeper. The numbers are going up faster. That's always what we want to see in these. When you look at it, our revenue increased to $127 million in the first quarter -- pardon me, by $127 million to $527 million. Our EBITDA, which drives our ability to pay for everything, grew by 45% from last year to $97 million. We're well on our way in our ability to drive the growth and make the investments. But the first quarter is much more than just a couple of financial numbers. Our model is based on investing in a number of different areas where we've got leadership. You see here new sections where we've broken and taken our -- you're used to hearing us talk about Perimeter or Calm Air or Keewatin or Provincial or any number of our airlines. We've grouped that up into essential air services. That's one section. We've got aerospace, where we're providing maritime surveillance around the world. We talked about a brand-new contract today in Europe for our FMX plane. Super exciting. We've got the aircraft sales and leasing that you're well aware of with Regional One. And then our manufacturing is broken now into 3 sections as well. Environmental access solutions, that's a fancy name for our wood mat business building temporary roads. We've got our multistory window business, which was Quest, but now it's Quest and BVGlazing. We're the lead, unadulterated leader in Canada of building high-rise apartment blocks. And then we've got a number of high-tech precision metal companies in our precision manufacturing and engineering. The additions of what we've done recently have increased that diversity that I talked about. Northern Mat & Bridge is a big company. It's a new segment for us within our manufacturing group. Hansen Industries has augmented our capabilities in the southern Mainland. And BVGlazing is going to work with Quest, and that's going to, you're going to see some unbelievable growth between those companies as they work together. BV has some capabilities that our existing business didn't have. They can build railings for the balconies. They can do stick curtain wall, which is a fancy word for saying the commercial part of the windows at the base part of a multi-use building. Diversely, you know Quest bought the installation companies in the U.S., which BV didn't have. Putting those together, both companies are going to be stronger. The teams are talking, we have 5 or 6 manufacturing facilities in Southern Ontario. We're going to amalgamate that and make it a lot more like Dallas, where we have the state-of-the-art plant. But it's really important to understand that's not about reducing jobs. It's not about going from 400 employees to 300. It's quite the opposite. We have $1 billion order book in that company. It's about increasing our ability to make more windows. We want to get more for employees. This is bullish for everyone who works in those businesses because with the joint demand and what we see in the future, we need to be able to make more, not less. It's not about addition by subtraction. It's about addition by addition. A couple more things we announced. We announced that we are the first person, first company in Canada to buy a full motion, electronic King Air simulator to train our pilots. Right now, we're one of the biggest King Air operators in the world. And we have to send all of our pilots down to the Southern United States to have them trained. Well, that creates 2 real big issues. One, we can only go when they tell us we can go, we can't change it, and it's really expensive. By investing in this ourselves, we're going to be able to train our pilots faster. We're going to be able to reduce the amount of time they spend flying training missions in the air, and we're going to be able to reduce our greenhouse gas footprint by not putting them on airplanes to go down to Dallas or down to Kansas to get the training. We'll be able to do it right here. King Air is the plane you see in the background there from Nunavut Lifeline. We have it in a number of our businesses. We have it in BC. We've talked a lot about the BC Medevac contract. We expect that to be announced very soon. We're cautiously optimistic. And we were hoping the BC government would have announced their decision by now, but I think we're going to see that shortly. And if we're successful, that's a whole bunch more King Air pilots that we're going to be able to run through our simulator. I mentioned briefly before the FMX contract. FMX is a maritime surveillance plane we have at PAL that's available for short-term rentals. The idea when we built it was it's not just an aircraft, but it's fully staffed, and it can move on a moment's notice to an area of urgency in the world where we need to accomplish something. We were approached by a European country with very serious concerns about illegal immigration into the country, people coming in in boats and no way to defend it. We're going to stand this up, the team at PAL, in a matter of a few weeks. And we have an 18-month contract for the full deployment of this aircraft. We believe that after that, the government is highly likely to put out an RFP for a long-term solution. Well, I like our chances if we're already in there providing it temporarily. That goes along with the Netherlands contract we announced a year or so ago and started flying in the first quarter, which helped drive that nice steep graph we saw a couple of minutes ago. We also announced today that Rich and his team had redone our credit facility, increasing it from $1.75 billion to $2 billion. One of the key parts of our strategy has always been that we need to have enough money to take advantage of every opportunity when it comes in. If it's a good deal, we got to be able to fund it. And so that increases our opportunity for Adam and his team to find great things to do or for our operators to find expansion opportunities. One of the things I'm most proud of about that expansion was we were able to do it at the same pricing as we did a year ago. And there's a lot of pressure on banks to increase their markups because of increases in their cost of capital and our performance was such that our group of or our syndicate of banks agreed to do it at last year's pricing. I already talked about the 2 dividend increases. I think everybody here probably remembers that. And then finally, we've all seen interest rates skyrocket over the last couple of years. And earlier this year, there were significant inversions in the interest rate environment. And what that means is that short-term rates were higher than long-term rates. We've swapped out a significant portion of our bank debt into 3-year financing at prices that are between 100 and 150 basis points less than we pay on a floating rate basis. We have certainty, stability at a lower cost. In aggregate, when you add our bank debt and our convertible debentures, we are now about 2/3 of our debt has a fixed price. We're not very exposed to further increases in the interest rates. Finally, this is -- what this all adds up to, we told the market when we closed 2022 in February that we expected to do between $510 million and $540 million in EBITDA this year. The strength of our results in Q1, the acquisition of BV and Hansen, the new contract for FMX and other things we have in the hopper have allowed us to increase that forecast this year to $540 million to $570 million. And I mentioned on the conference call, while we're not ready to give formal guidance for next year, I think there's a very good path for that exceeding $600 million next year. It's a long way from $325 million in 2021. With that, I'm going to stop talking and I'm going to invite my CEOs to come and join me up here, and we're going to invite questions from the audience. Fortunately, we only have one mic, so I'll ask you to come up there and ask them, and we'll answer the questions as they're sort of asked. If I can get everybody up here and then I'll introduce my team once they're with me here. I apologize in advance for my pronunciation of some of these people's names. I am not a savant at that sort of thing, so I'll do my best. It's a big crew of people. From Perimeter Aviation, Joey Petrisor. From Keewatin Air, Dave White. From Calm Air, Gary Bell. From Custom Helicopters, Jed Hansen. From PAL Airlines, Calvin Ash. From Wasaya, James Ward. From Carson Air, who is checking his phone regularly to see if the government has announced the winner, Kevin Hillier. From Regional One, Hank Gibson. From PAL Aerospace, Jake Trainor. From Overlanders Manufacturing, Paulo Degianni. Sorry, Paulo. From Water Blast, Ray Boyer. From Stainless Fabrication, Butch Mizell. From WesTower Communications, Nathan Schauerte. From Ben Machine, Michael Lacovelli. From Quest Windows, Jody Cash. From LV Control, Troy Armitage. From Northern Mat & Bridge, Shane Stewart. And our 2 newest and the most challenging names on my list, from Hansen Industries, Amit Chhabra. And from BVGlazing, Mike Cornacchia. That's my team. I brought them all the way out here. If I could invite people to address some questions, they can be for any or all of them -- any of the businesses you're interested in. Join us at the mic. Don't be shy. I see one brave person at least.

Unknown Attendee

attendee
#27

Some questions for Regional One. It turns out I was sitting next to Hank, so I probably could have just tapped him the shoulder there. As Mike alluded to, COVID presented some challenges to the aviation business. I know Regional One's parts and aircraft component sales have rebounded, but I was curious about leasing. Why has it not recovered to historical levels? And what can we sort of see going forward?

Hank Gibson

executive
#28

Okay. Thank you for the question. It's actually a perfect question. Our business, like many of my peers standing here, were hit very hard by COVID. Think about the dynamics of what we were faced with. We built a portfolio over several years, and it got parked immediately. I forget the exact numbers, but roughly 50 aircraft, 40 engines, dozens of countries, 6 continents, almost overnight were parked. We were left with a monumental task of trying to redeploy, or first maintain the status of those aircraft so they were preserved correctly and then redeploy them. In many cases, those aircraft were redeployed to other countries in other regions as they were recovering from COVID. Think about the chess match that was going on and assets moving around, it was a very, very difficult task. We, to follow up on I guess the target, we've had a metric in our business of what we call a lease occupancy rate of 80%. That's been our historical target almost consistently for the life of the ownership of Regional One through EIC. We're battling back. We're just about at 60%, and we expect to be fully about 80% by the end of this year. It's been a tough road. But I think if you think about the number of aircraft and the assets that we had moving around, we've done a pretty good job under the circumstances. Thank you.

Michael Pyle

executive
#29

I think the exciting part about that is that we delivered the first quarter results as EIC, and those numbers are still on their way up. We've got a lot of dry powder as those planes go out and start flying and generating more revenue. Do I have any more questions?

Unknown Attendee

attendee
#30

I got the portable mic. Thanks very much for your presentation, Mike. It was really informative. And something that did catch my attention was the BVGlazing acquisition you did. And the question I have is, is it going to impact the bottom line right off the hop? And is this something we can expect to see synergies produced within the organization? And as a supplement, just the interest in the high-rise space is an interesting one. And maybe you could explain how you were led to that.

Michael Pyle

executive
#31

I'm going to ask Darwin to start this response. Where are you, Darwin? Did he bounce? Okay, in terms of the accretiveness, the one thing I'll take just as a very easy part of your question, BVGlazing was a company we would have bought even if we weren't in the space already. On a stand-alone basis, just the way it is exactly today, will be accretive starting on May 2. We closed it just recently. We're excited about that, but it's one where there's material upside beyond that, and I'll hand it to my COO discuss that.

Darwin Sparrow

executive
#32

Appreciate that. Maybe I'll answer the question in reverse, if you're okay, your second question first. And it is, what interests us about this space and having 2 companies that build windows in this space? As everybody knows, there is a massive housing shortage in North America and particularly in large metropolitan centers. And what happens in these centers and what we've seen is single-family dwellings just aren't affordable anymore. I don't think we see that impact in Western Canada as much, but certainly in Vancouver, in Toronto, Montreal and obviously in the U.S. The alternative is high-rise residential. And we're seeing an increased demand in the need for high-rise residential, and in particular, multi-use buildings. Multi-use buildings, for those of you that don't know, are buildings that typically would have retail on the bottom, anywhere from 2 to 5 or maybe it's 10 floors of office space, and then the rest is residential. And that demand is not going away. But I will caution exactly when those projects take place seems to shift around. But the activity level we're seeing at both BV and Quest and the demand for those is increasing. It really interests us in this space. And the fact that BV, and Mike touched on it, and Mike and Carmele talked about it earlier today on the call, the fact that BV and Quest really complement each other really excites us about these 2 companies. If I recall, the first part of your question was synergies. And Mike spent a lot of time today coupled by Carmele on synergies. And the synergies are real, and Mike certainly put the bar high for us, but they are real and they are material. But I will caution, those synergies are going to come over time. They're going to come over a period of quarters starting into '24. We've owned the company, to steal one of Mike's lines, we've owned the company for 5 minutes, so it's not going to happen tomorrow. But over time, those synergies will present themselves. Maybe Jody or Mike or…

Jody Cash

executive
#33

Thanks, Darwin. I also want to say that the window wall we mentioned kind of complements each other really well. But we don't make a couple of products that BV makes. We don't make unitized curtain wall, which is a pre-manufactured curtain wall that's often used in the office part of a multi-use building, and we're seeing more multi-use buildings. We also don't make railing today. That's almost on all of our projects. Those 2 products produced by the factories that BV has will complement our product and over the next number of quarters and years, will integrate into our bids. We're buying that product from other sources right now, and we'll internalize that margin.

Mike Cornacchia

executive
#34

Thanks, guys. Just to add to that, I think the guys covered it, but just to express that within BV, we're really excited to get into the synergies that we see with them within our production facilities. I think that pointing out the Texas facility, I think that with our combined capacity, there's plenty of opportunities for efficiency opportunities. Over time, as BV and Quest start working closer together, I think we'll realize those opportunities as they present themselves.

Unknown Attendee

attendee
#35

Thank you, Mike. I just want to thank you and your organization. I've had stock in EI since 2005. Thanks to one of my younger finance managers at the times who said, you should buy this, Randy. Thank you very much. And I thank him every day. I've been reinvesting those dividends since then, so it's a great program. My question is to Aerospace. The situation in Eastern Europe. Is that an advantage to our aerospace industry or disadvantage to aerospace, especially over surveillance?

Michael Pyle

executive
#36

That's a great question that I don't know the answer to. Jake is over here.

Jake Trainor

executive
#37

Thank you. That's a great question. And I would say that we're seeing a generalized greater demand for surveillance across the globe, and it's not necessarily driven strictly by the conflict in the Ukraine. It's driven by increased tensions in Southeast Asia. It's driven by call it governmental instability in Africa. It's driven by climate change and interest in the north. There is an overall trend globally for demand for greater call it sovereign awareness, call it situational awareness over your maritime domain, and we're well positioned to take advantage of that. We see a tremendous amount of opportunity on the horizon.

Cliff Friesen

attendee
#38

Good morning. First of all, I would like to congratulate yourself Mike, and all of your CEOs as well as your Board of Directors. I know how much work they do as well. But it's great to see the success that you've had in the first quarter this year. My question is, we had our other meetings in the Calm Air Hangar and now we have a Med Air Hangar, which is a beautiful facility. Could you tell me what they're going to be using this facility for?

Michael Pyle

executive
#39

I'll maybe get Gary and Calvin, or Gary and Jake to answer this one.

Gary Bell

executive
#40

Thank you, Cliff, for that great question. And for anybody that doesn't know, that's Cliff Friesen, who is one of our vendors from Bearskin Airlines. It's great to see you, Cliff. This facility is very similar to the one next door that we've had the last few board meetings at. And the reason that we're in here today is not necessarily because of Calm Air, but because of Provincial, and I'll let Jake speak to that. Provincial won a substantial long-term contract and the customer on that contract required a building that they could see, reach out and touch right away, and do some audits on. It was a lot easier for Calm Air to build a building next door, then for Prudential Aerospace to build one from 5 provinces away. We're actually in here because Provincial won a new contract, which I'll let Jake speak to.

Jake Trainor

executive
#41

Thanks, Gary, and very gracious to let us steal your accommodations. Under the fixed-wing SAR contract, fixed-wing search and rescue for Canada's National Defense, there's an obligation that we have the heavy maintenance to undertake on that fleet of aircraft for the next 20 years. Part of that contract involved having a heavy maintenance facility. In conjunction with obviously Gary and EIC, we've elected to take that facility and turn it into the heavy maintenance facility for not only national defenses aircraft, but also for the rest of the EIC fleet. We'll be conducting multiple lines of heavy maintenance there, increasing jobs here in Winnipeg, increasing footprint for PAL specifically and a great overall synergy for all of the sister airlines within the company.

Unknown Attendee

attendee
#42

Well, let's take that out. We'll probably get Jake back up here again. My question is a bit of a follow-up on your comments with respect to surveillance, Jake, as well as, Mike, yours with respect to the force multiplier. Firstly, very excited to hear about the significant European contract. Following up on what you said, Mike, my understand of the force multiplier when it was built was for the short-term needs throughout the world. If somebody needs technologically advanced surveillance solution, they're going to come to you for the short-term needs. This contract, obviously, is significantly longer, longer than certainly I think we've heard about in the past. And so just curious if this represents a change in strategy now for the use of the force multiplier.

Jake Trainor

executive
#43

Great. Thanks for the good question there. As Mike pointed out, Force Multiplier was really envisioned to fill that gap between an identified need and when a country could procure and build an asset to satisfy that need. Given the supply chain challenges we face today, surveillance aircraft takes anywhere from 18 to 36 months to build, and so this 18-month contract falls right within that sweet spot. I'd say there's really no deviation from our original intent with Force Multiplier.

Unknown Attendee

attendee
#44

My other question was, just as a follow-up, was this is now the second significant European contract for PAL, so is that a trend that we can expect to continue in terms of where this is going?

Jake Trainor

executive
#45

Again, great question. I would -- it's certainly easier to support an operation when you have a nexus of activity in the region. And our footprint in Amsterdam allows us to support this operation in another European country. We can avail of supply chain, we can avail of technicians when needed, possibly aircrew. As I had indicated earlier, we're seeing demand across the globe, not constrained only to Europe. So again, it's going to be an opportunistic market where we go to next, but certainly, it's easier to support that more efficiently in places we exist already.

Unknown Attendee

attendee
#46

My name is Parker. Thanks for a great presentation. My question is, with simulators being so expensive, can you tell us a little bit about what the justification was behind internalizing that function and actually making the investment to train up pilots? Thank you.

Michael Pyle

executive
#47

Dave, maybe take that one.

David White

executive
#48

Thanks for a great question. And you're absolutely right, simulators are expensive. So is simulator training, which we do for our pilots every day as part of our air operations. To put it in perspective and why we got to the internalization point now versus prior, out of over 200 aircraft across the fleets, we're heading north of 40 on the King Air type. You take 40 King Airs, average pilots per airplane when you take in scheduling, rotation, training is about 6 pilots per airplane. You do the math, and then every SIM option that we're outsourcing this year is about $25,000 a pop. As an investment, we've hit critical mass. It's a good time to do it with what's going on in some of our other contracts. King Air is a platform that we'll be maintaining for a long time and operating, and this simulator covers the whole gamut. It covers the 200, which you see in the back there, with A DWM. It covers the 260, it covers the 350, and it covers to 360, which is the newest Textron King Air aircraft, so we're in it for the long haul. That's the investment part. That's why we internalized, that's how we got there, investing in our future. There's other reasons. When you look at doing on wing training versus doing simulator training, we can do a lot more on simulator. We can train our pilots, we can enhance them. But also, we don't have to burn fuel when we're doing simulator training. It really does help reduce the carbon footprint, not just on the training but on the travel to get to the training. Because that's the other thing with the simulator, it's coming to Canada. We won't have to go across the border. That will solve a lot of travel issues that we have trying to put this together, and we're very excited about that. And then the last piece, what our fleet is, we go to some very unique operations. Whether it's the mountainous terrain of BC, whether it's the high arctic, or whether it's surveillance for ships off the shores in Newfoundland, we can customize our software. When our pilots are training in our simulator, if they were flying that airplane in the back, they would think of were flying into Resolute Bay or Pangnirtung, or somewhere in Nunavut or out patrolling for a ship for PAL, or doing something for BC. Which speaking of BC, it's important to get one of the operators, probably one of the bigger operators, and he's checking his e-mail again, Mike, for what we do in medical. I'm going to ask Kevin to come up and add a little bit to the other reasons we're looking at simulator training internally.

Kevin Hillier

executive
#49

Thank you. And yes, the simulator is going to be an absolute game changer for us. We operate in challenging environments, as Dave said, all the way across the country on both coasts and in the Arctic, and being able to train in high detail in these challenging airports is huge for our pilots. It's a huge retention tool for them. They know they're getting the best quality training out there. It's huge for our customers. I mean, our customers are very happy to hear that we are investing in this so that we can go out there and produce highly trained pilots. In terms of an operator, it's also massive for us to be able to hire pilots quickly. And we don't have to wait. As Mike said, we're on everybody else's time line when we're going to simulators. Being able to have it in-house, we can hire pilots, we can do SIM evaluations, we can get them online faster. And our existing pilots that we're going to go out and train every year as part of our contracts, we're going to be able to do that in a very efficient manner. They're going to spend less time traveling. We're going to be able to get them training, quality training and back online in a very short amount of time. We've received positive indications from the regulator, from our customer and from employees so far. Like I said, this is going to be a game changer for us.

Michael Pyle

executive
#50

Tom gave you the trick mic?

Bob Weir

executive
#51

First of all, I'd like to congratulate you all. You have done a great job. It's an awesome quarter. And I'd also like to have a shout out to the person who is the brains behind the acquisition strategy. Because if you buy something at the right price, it's a hell of a lot easier to get up and take a bow later. My question is about WesTower. With all the exciting news and new companies, I've kind of lost track of how it's doing with the 5G, etc. If we could get a quick update, I'd appreciate it.

Michael Pyle

executive
#52

Just before I let Nathan answer that question, the gentleman who asked the question, a fellow by the name of Bob Weir. And Bob has been involved in our stock since the beginning, but he holds a very unique spot in EIC history. In the early 2000s, I was out presenting to his office, and Bob knew our story very well. And he started -- he presented part of it before I said it, and I said, Bob, you probably know this well enough to do it yourself. He said, you want me to do your presentation? I said, yes, I threw him the book, and he presented our story to his office. In all my time running EIC, Bob is the only broker that could do my presentation. And unfortunately, he did it better. With that, Nathan, I'll let you up.

Nathan Schauerte

executive
#53

I guess the consideration is like don't screw this up. I appreciate the question. 5G and technology -- oh, sorry.

Bob Weir

executive
#54

Going back to Mike's comments, the truth of the matter is, it is Kevin Hook, who was the Corporate Finance person at the firm I was working at, and he had access to basically as much of a new issue as I could stomach. And I'm happy to say I loaded up on it and it's been a very happy relationship. And by the way, do you have any more of those $10 warrants?

Nathan Schauerte

executive
#55

All right. I'll try to answer how the phones get faster, which is the common question we get a lot. The 5G technology expansion in the country has a long path ahead of it. We spend a lot of time talking to the carriers, whether it be TELUS, Bell, Rogers, SaskTel. Everybody is very concerned about how fast they get to market, how much they increase the serviceability to the vendors that drive the share price, that drive the value in the corporations that they facilitate. We see it as a long-term venture. Because their initial rollout plans are to hit heavy municipalities. They're coming to the cities first where they have high traffic. They're migrating to high-traffic areas, they're migrating the first responders. There's a long trajectory of who they have to increase coverage for and how they can get it done. All this was obviously put into challenge when it came to COVID and production of those radios and those radio systems. We also had the removal of the Huawei equipment pushed in Canada. There was a lot of challenges they faced. The trajectory and the opportunity of 5G is, one, it's a long term. And 2, it's very exciting. We spend a lot of time with the carriers discussing the path, the timing, again, the logistics to it and how they want to have it done. And a lot of it is obviously moving fast. You'll see the commercials. A lot of folks here if you were asked to raise your hands, whose phone says 5G, there's going to be a whole bunch to raise their hands. There's a big push in the consumer side of it. There's a big push on the serviceability end of it. And our end, with partnership to our clientele, we're a big part of having that move forward. But one of the mass advantages that WesTower has is we're heavily diversified. As all those carriers move across the country and hit the municipalities, whether it be Vancouver first, Toronto next, Montreal, and they start moving to smaller municipalities or smaller cities and smaller towns, we can migrate our workforces to where they plan to move forward. Because they can't move everyone forward at the same time, they have to move them in stages. With our opportunity to be across the country and have a workforce that size, we can migrate with them and move forward. It's a great opportunity. We see it standing long term, and we're very proud to be partnered and considered the number one contract with all the major vendors in the country as they evolve the 5G technology. And we won't start talking about 6G, hopefully, for a little while longer, but it's definitely on the horizon.

Michael Pyle

executive
#56

Any more questions?

Unknown Attendee

attendee
#57

I've got 2 questions. I was reading over a bunch of the material that was sent out to shareholders, and it was talking about the Medevac flights. But it did not mention Saskatchewan. It mentioned Manitoba and everywhere else. Are we not doing any Medevac flights in Saskatchewan?

Michael Pyle

executive
#58

The answer, we do not do any in Saskatchewan. It's a smaller market because you can drive everywhere in Saskatchewan, and so there's a lot more ground ambulance utilized versus Manitoba or BC where it's difficult to do that. If there were a contract that would come up in Saskatchewan, we would definitely be interested. We like Medevac everywhere, but it's likely to remain a smaller market simply because of the geographics of the province.

Unknown Attendee

attendee
#59

Okay. Good. Second question I've got here is Exchange Income Corp has basically 2 major segments to it, the aerospace and aviation plus the manufacturing. Well, the way that I look at this is, I look at EIC as being a stool. But at the moment -- and it's a 2-legged stool. My question becomes, what's going to be the next major segment that EIC is looking at? I'm guessing that the Board is looking. Is that true?

Michael Pyle

executive
#60

Yes. We're constantly looking. We don't think we can manage an unlimited number of unrelated businesses. But we think we'd love to have one more business that doesn't tie into the same cycles as everything else. I think it may well be related to our environmental access solutions with what we're doing right now with Northern Mat and Adam and his team looking for other environmentally sensitive businesses that are profitable. We're not talking about start-up technologies. We're not talking about high-risk. Stuff that fits into what we do. If we could find a recycling company or something in that ilk that's reached the profitability stage, we'd love to build up that portion of the business. We've also often talked about having some exposure to agriculture. We've tried to do that for a long time. The multiples of that business thus far have been too high for us cheap guys for what we're prepared to pay for the companies, but we continue to look. So yes, we're looking for a third leg on the stool. But at the same time, we're increasing the diversity within the 2 legs we have, and that serves to help us a little bit on that front. Last call. Any other questions from the floor? Okay. Well, what I'd love to invite you guys to do before you leave is, we've got this -- our CEOs are going to go into the various areas they're in and if you've got a one-on-one question, take advantage of the fact that our brain trust is here. Get a chance to meet them, watch the videos, grab a coffee or a water, and wander around. Thanks very much for coming. I appreciate you giving us a part of your day.

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