Titanium Transportation Group Inc. (TTNM) Earnings Call Transcript & Summary

June 15, 2021

Toronto Stock Exchange CA Industrials Air Freight and Logistics shareholder_meeting 24 min

Earnings Call Speaker Segments

Operator

operator
#1

Ladies and gentlemen, welcome to the Annual and Special Meeting of the Shareholders of Titanium Transportation Group, Inc. Please note, the meeting is being recorded. I would like to introduce Lu Galasso, Chairman of the company. Mr. Galasso, the floor is yours.

Luciano Galasso

executive
#2

Good morning, ladies and gentlemen, and welcome to the Annual and Special Meeting of the Shareholders of Titanium Transportation Group Inc. The meeting will come to order. My name is Lu Galasso, and I am Chairman of the Board of Titanium. And pursuant to the Titanium bylaws, I will chair this meeting. Marilyn Daniel, the Corporate Secretary of the company, will act as secretary of this meeting; Alex Fu, the Chief Financial Officer of the company, will act as monitor of the meeting. After the meeting, Ted Daniel, the CEO of the company, will do a presentation. After which there will be a period for questions. For the purposes of this meeting, I have appointed TSX Trust Company through its representative, Christopher De Lima to act as scrutineer. Let us proceed with the business of the meeting. I have been advised that the notice calling this meeting and related management proxy material were mailed to the shareholders of record as of May 4, 2021, in accordance with the applicable law. TSX Trust Company has filed with me, proof of service of such mailing, and I direct that a copy of such proof of service be annex-ed to the minutes of this meeting as is scheduled. I will dispense with the calling for the reading of the notice of meeting. The scrutineer has confirmed to me that management has been appointed -- has been appointed proxy in respect of a sufficient number of shares to pass each of the resolutions to be considered at today's meeting. The scrutineers have completed their report with respect to the number of shareholders represented on the web platform or by proxy at this meeting. I have been in front -- I have in front of me, the scrutineers' report on attendance. And having reviewed this report, I declare that a quorum is present. I therefore declare the meeting to be regularly called and properly constituted for the transaction of business. I direct that the formal report of the scrutineer be annex-ed to the minutes of this meeting as is scheduled. I would like to take a moment to comment on the voting procedures to be used at today's meeting. Registered shareholders and duly appointed proxy holders will have an opportunity to participate, ask questions and vote through the web-based platform. Registered shareholders and duly appointed proxy holders may ask questions via the text chat feature regarding the matters of the meeting. If you were a duly appointed proxy holder or you have had -- to have requested -- or you would have had to have requested a control number by following the procedures set out in the company's press release dated June 7, 2021 for this meeting, they may also vote virtually at this meeting. Guests, including nonregistered shareholders who have not been duly appointed as proxy holders may listen and may not be entitled to vote at this meeting. Voting on each matter to be considered at today's meeting will proceed as follows: I will ask for a motion and a second at the appropriate time. Only registered shareholders or duly appointed proxy holders can make or second a motion or address the meeting with respect to a pending motion. Voting on all motions will be conducted through the virtual meeting platform and is only available to registered shareholders, duly appointed proxy holders or nonregistered shareholders with a control number. Voting on applicable matters of business will be conducted by electronic ballot. Polling is now open for all matters presented in the management information circular. We will announce prior to the end of the meeting when all voting will be closed to allow you time to submit your final ballots. Once the balloting closes, the scrutineer will tabulate the results of the votes for each matter. Official results of the vote will be posted after the meeting under our profile on SEDAR and in a press release. We will also address questions from the audience for each matter being considered here today. The name of the person submitting the question, as well as the question itself, will be read out loud before being addressed. Questions that are redundant or unduly disruptive will not be addressed. General question not relevant to the particular matters of today's meeting may also not be addressed. So the first item of business of this meeting, I now present to the meeting, the company's consolidated financial statements as at and for the fiscal year ended December 31, 2020. Copies of the financial statements were mailed to the shareholders in accordance with applicable law. You may have questions about the financial statements, you may ask questions about the financial statements through the virtual meeting platform at any time. Questions regarding the financial status and operations of the business, should be deferred until after the formal portion of this meeting. The next item of business is the election of the directors. The meeting is now open for nomination of the 4 directors to be elected by the company's shareholders to hold office until the close of the first annual meeting of the shareholders following such election or until the successors are elected or appointed. The company's bylaws provide for an advanced notice requirement for the nomination of directors by shareholders in certain circumstances. No notice of director nominations is outstanding. Accordingly, at the meeting, the only persons to be eligible to be nominated for the election to the Board are the management nominees who are Ted Daniel, Lu Galasso, Bill Chyfetz and David Bradley as directors to ensure for the ensuing year or until the successors are elected or appointed. Do I have a motion?

Unknown Attendee

attendee
#3

I so move.

Luciano Galasso

executive
#4

Will somebody second the motion?

Unknown Attendee

attendee
#5

I second the motion.

Luciano Galasso

executive
#6

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. I therefore direct that a poll be taken. Each registered shareholder who has not already voted, or proxy nominee, should vote his or her -- should record his or her vote in respect of the election of each director nominee by indicating how you wish to vote on the electronic ballot on your screen. The next item of business is the reappointment of auditors for the ensuing year and the authorization for the Board to fix their remuneration. I would ask for a motion for an ordinary resolution that MNP LLP Chartered Accountants be reappointed as auditors for the company to hold office for the ensuing year or until their successor is appointed at such remuneration as may be fixed by the Board of Directors. Will someone move the resolution?

Unknown Attendee

attendee
#7

I so move.

Luciano Galasso

executive
#8

Will someone second the motion?

Unknown Attendee

attendee
#9

I second the motion.

Luciano Galasso

executive
#10

You have heard the motion as moved, as previously mentioned, a sufficient number of proxies have been submitted for the resolution to pass. Each registered shareholder who has not already voted, our proxy nominee should record his or her vote in respect of the reappointment of MNP LLP as auditors by voting, using the electronic ballot on your screen. The next item of business is the approval of the ordinary resolution of the company to, subject to any stock exchange approval and amendments related there to, authorize and approve the stock option plan of the company attached to the company's management information circular, mailed to the shareholders in connection with this meeting, as Scheduled A with a rolling grant of options to acquire up to 7% of the number of the issued and outstanding common shares from time to time. The full text of the resolution is included as Schedule A to the management information circular. The affirmative vote of at least a majority of votes of the shareholders cast in respect of this resolution that was required in order to pass such resolution. I will now call for a motion to approve such ordinary resolution. Will someone move the resolution?

Unknown Attendee

attendee
#11

I so move.

Luciano Galasso

executive
#12

Will someone second the motion?

Unknown Attendee

attendee
#13

I second the motion.

Luciano Galasso

executive
#14

Each registered shareholder or proxy nominee who has not previously voted can vote his or her vote in respect of the auction currency resolution can do so by voting on the electronic ballots on their screen. You have heard the motions and have had the opportunity to cast your ballots in respect of each of today's resolution on the virtual meeting platform. As a reminder, if you have already submitted a proxy, there is no need to vote today. Balloting will be closed momentarily, so please submit your final ballots now. Once electronic ballot closes, the voting page may disappear and your ballots will be automatically submitted. [Voting]

Luciano Galasso

executive
#15

I ask that -- the scrutineer to please close the polling. Thank you. The voting is now closed. In relation to the election of the directors, I have been advised by the scrutineers that the preliminary tabulation for the meeting have been overwhelmingly voted for each of the director nominees. Therefore, I declare Ted Daniel, Lu Galasso, Bill Chyfetz and David Bradley to be elected as your Board of Directors to serve in that capacity until the company's next Annual General Meeting or until their successors have been elected or appointed. On the resolution to reappoint MNP LLP Chartered Accountants, I declare the resolution carried. On the ordinary resolution authorizing and approving the corporation's rolling stock option plan, I declare the resolution as carried. As there is no further business, I will ask that someone move and someone second a motion at this time -- that this meeting now terminate.

Unknown Attendee

attendee
#16

I so move.

Luciano Galasso

executive
#17

Will someone second the motion?

Unknown Attendee

attendee
#18

I second the motion.

Luciano Galasso

executive
#19

You have heard the motion as moved and I declare this meeting is now terminated. At this time, I would like to thank our audience, guests and shareholders who have attended today. I will now turn the call over to Ted Daniel, who will provide us with a short company update. Afterwards, we will have time for a Q&A session. Ted, please go ahead.

Theodor Daniel

executive
#20

Thank you, Lu, and good morning, everyone, and thank you all for joining us on this call. As I reflect on 2020, while it was a very challenging operating environment, it was a year of record accomplishments and progress for Titanium. At the very least, it was an extremely eventful year. Certainly, we can all appreciate the volatility of a year like 2020. However, what stands out the most, and what really excites me over and over about Titanium is the outstanding group of people that rise to the occasion, especially during times of disruption. In light of that, Titanium delivered impressive operational progress and achieved several new milestones. In the midst of such unpredictable conditions, our results demonstrated the strength, magnitude and flexibility of Titanium's technological and innovative strategy. In 2020, Titanium achieved a number of financial records. 2020 revenues were a record at just over $200 million, a 20% increase over prior year. EBITDA was $23.1 million, a near 25% increase over 2019. And net income per share was $0.17 a share for the year, up substantially from prior years. We also continued to improve our capital position and balance sheet strength. Debt-to-equity ratio dropped to 1.14 as at December 31, 2020, which was down from 1.63 at the end of 2019. Net debt decreased by $12.7 million from prior year. And our working capital position at the end of 2020 improved by $13.6 million compared to the prior year. With the underlying strength of our financial results, Titanium took another important step last November. We declared the first quarterly dividend, which demonstrates the confidence management and the Board have in the operating and earnings outlook for Titanium against the backdrop of ongoing challenging economic conditions. We are very proud of our financial achievements in 2020. While our strong financial performance continued into 2021, equally important was the significant operational progress and execution of our priorities that continue to further strengthen our business and position us to deliver continued growth. A clear demonstration of this was Titanium's acquisition of International Truckload Services Group. This achievement marks our largest acquisition to date and positions Titanium among the top truck transportation companies in Canada. We closed this transformational acquisition on Feb 1 of this year, and increased our asset-based trucking business by about 2/3. ITS added an additional 330 power units, 1,600 trailers, 470 employees and drivers and about $80 million in annual revenue to our top line. As part of the transaction, we are also able to buy the real estate, specifically 30 acres in Belleville and 21 acres in Cornwall, both strategically located. Belleville has a large customer base of manufacturers located not too far from the GTA, and Cornwall is home to 3 large DCs located right across from this newly acquired location. Nearly 5 months into the integration, we have made significant progress in our operational objectives. To date, we have converted all the terminals, except Belleville to Titanium systems and authorities. Our last terminal, Belleville, is on track to integrate into our systems by end of June. The integration of 330 trucks and 1,600 trailers into our systems in such a short time is a testament to the capabilities of our team and the sophisticated systems utilized to run our business. We also continued to digitize their fleet operations. By the end of June, we will have completed all the conversions of their trucks to our ISAAC Instruments' satellites with integrations through our branding and our systems. Additionally, we're in the process of digitizing their trailer fleet with the Blackberry radar trailer-tracking technology. This will have a significant impact on both profitability and utilization. However, I'll note the shortage of computer chips and shipping container bottlenecks is causing some delays in procuring some of that equipment. I'm pleased to report that feedback from their customers and our new partners has been very positive. Many of the customers are beginning to experience and enjoy our integration and visibility platforms. We remain optimistic with respect to the financial and operational targets we laid out at the time of the acquisition. We expect that post-integration, starting July 1 and onwards, we will begin to run the combined fleets on our systems using our purpose-built systems and tools. This is where investors will see the most benefit from this transaction. Titanium trucking now stands at over 800 trucks and 3,000 trailers. Overall, an outstanding demonstration of our discipline and patience with respect to making growth-oriented and value-added acquisitions for Titanium. Moving on to the U.S. side of our company. In 2019, we strategically entered the U.S. market and established our U.S. logistics operations, an asset-light business model where our operational experience and focus on technology offers significant and scalable advantages. We established our first office in Q2, 2019. And we have since launched 2 additional offices, Nashville in 2020 and Chicago in Q1 of 2021. During our first 2 years of operations, results have been very strong, reflecting a strong U.S. market environment. And equally important has been our ability to capture a meaningful share of business as we successfully deliver for our customers. We see substantial additional opportunities for U.S. -- for Titanium outside our domestic Canadian market and are excited about our growth in the U.S. A top priority for us is to continue to strategically expand our footprint in the U.S. We expect to add another 2 additional offices in 2021. The COVID-19 pandemic has presented challenges with the closing of the borders and lockdowns. Having said that, we are well into the process of our next office and expect to complete that process over the next 1 to 2 months with the phased reopening of the Canadian economy and also the opening of the borders in a short time, we're excited to continue to execute on this strategy. Our goal is to continue to open several offices each year. This will significantly increase the asset-light proportions of our top line and will also add significant EBITDA on nonlevered business. We're targeting the opening of a minimum of 10 and potentially as many as 15 locations across the U.S. Conditions in the U.S. for truck transportation are expected to be favorable for the rest of 2021 and 2022. Truck and trailer orders, albeit were high during the early part of 2021. The numbers are tapering off due to a shortage of parts and components. This capacity crunch is expected to persist with no short-term end in sight. And we entered 2021 with an even stronger platform. We have added to our bench strength as we continue to build our infrastructure. I'm pleased to announce that we have added a number of key roles to our leadership team that will help steer Titanium up to the next level. We have the right people on the bus, or in this case, you can say on the truck. Furthermore, Titanium has a very strong corporate culture with an industry low turnover rates and a deep sense of ownership. I believe that this is a result of many factors, including our share purchase program. We're the only trucking company in Canada that has such a program that is available to everyone, including all staff, company drivers and owner operators. We have a clear growth-oriented focus in our core business. We have the operational expertise and technology platform that allows us to grow our business, deliver on customer expectations and achieve scale and productivity enhancements. We believe our current infrastructure can well support continued growth. In addition to scaling our existing operations, we have communicated and more importantly, demonstrated our disciplined patient approach to pursuing value-added acquisitions for our shareholders. Future acquisitions will continue to be evaluated in the same manner. Focusing on synergies, accretion and fit. We will pursue and deliver additional acquisition opportunities at the right time. Titanium's growth-oriented strategy and ability to execute is translated to increased financial strength and flexibility. This supports our focus on delivering increased shareholder returns with what we expect to be a growing dividend over time. I want to once again thank our Board and every member of our organization for their efforts and contributions with a special thank you and welcome to our newest members joining us with the ITS transaction. Lastly, I want to thank all of our shareholders. We greatly appreciate your continued support and look forward to creating lasting shareholder value for your company and Titanium. Now I'd like to open up the line for questions from registered shareholders.

Theodor Daniel

executive
#21

As we have no further questions from registered shareholders, we will end the meeting. Thank you.

Operator

operator
#22

The meeting has now concluded. You may now disconnect.

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