ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF...

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ANNUAL MEETING OF SHAREHOLDERS May 2, 2019

Transcript of ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF...

Page 1: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

ANNUAL MEETING

OF SHAREHOLDERS

May 2, 2019

Page 2: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Opening of the Meeting

Chair, Secretary and Scrutineers

Notice of Meeting

Scrutineer’s Report

Minutes of Previous Meeting

Annual Report & Independent Auditor’s Report

Election of Directors

Appointment of Auditors

Termination of the Meeting

Management Presentations

Question Period

AGENDA

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1

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MANAGEMENT

3

Brian McManusPresident and Chief Executive Officer

Eric Vachon, CPA, CASenior Vice-President and Chief Financial Officer

Marla EichenbaumVice-President, General Counsel and Secretary

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Caution Regarding Forward-Looking Information

This presentation contains statements that are forward-looking in nature. Such statements involveknown and unknown risks and uncertainties that may cause the actual results of the Company to bematerially different from those expressed or implied by such forward-looking statements. Such itemsinclude, among others: general economic and business conditions, product selling prices, rawmaterial and operating costs, changes in foreign currency rates and other factors referenced hereinand in the Company’s continuous disclosure filings. Unless required to do so under applicablesecurities legislation, the Company’s management does not assume any obligation to update orrevise forward-looking statements to reflect new information, future events or other changes.

The terms “gross profit” “EBITDA”, “EBITDA margin”, “operating income”, “operating margins” and“Cash flow from operating activities before changes in non-cash working capital components andinterest and income taxes paid”, are financial measures which are not prescribed by IFRS and are notlikely to be comparable to similar measures presented by other issuers. Please refer to the Non-IFRSfinancial measures section of Stella-Jones’ MD&A for the first quarter of 2019 and the 2018 annualreport for additional information.

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Katherine A. LehmanChair of the Board

Page 6: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

AGENDA

6

Opening of the Meeting

Chair, Secretary and Scrutineers

Notice of Meeting

Scrutineer’s Report

Minutes of Previous Meeting

Annual Report & Independent Auditor’s Report

Election of Directors

Appointment of Auditors

Termination of the Meeting

Management Presentations

Question Period

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3

4

5

6

7

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ELECTION OF DIRECTORS

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George J. BunzeVice-Chairman,Kruger Inc.

Karen LaflammeExecutive Vice-President and Chief Financial Officer, RetailIvanhoe Cambridge

James A. Manzi, Jr.Corporate Director

Katherine A. LehmanChair of the Board, Stella-Jones Inc.Managing Partner, Hilltop Private Capital LLC

Simon PelletierSenior Vice-President, North American Sales and Operations, Metso

Mary WebsterCorporate Director

Brian McManusPresident and CEO,Stella-Jones Inc.

Page 8: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Opening of the Meeting

Chair, Secretary and Scrutineers

Notice of Meeting

Scrutineer’s Report

Minutes of Previous Meeting

Annual Report & Independent Auditor’s Report

Election of Directors

Appointment of Auditors

Termination of the Meeting

Management Presentations

Question Period

AGENDA

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9

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Brian McManusPresident and

Chief Executive Officer

Page 10: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

2018 - Sales Surpassing the $2 Billion Mark

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Net income EPS

2017 2018

Sales

2017 2018 2017 2018

$137.6M

$167.9M

$1.98

$2.42$2.12B

$1.89B

10.1% Organic Growth

Earnings benefited by a one-time item in 2017

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Rising Lumber Costs

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0

100

200

300

400

500

600

700

2014-02-28 2015-02-28 2016-02-29 2017-02-28 2018-02-28 2019-02-28

Lumber costs peaked in May 2018

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Building on Our Reputation for Quality & Service

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Scope of continental network

Availability ofinventory

Flexible service

Value Proposition

Page 13: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Utility Poles

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$725 M34.1%

2018 Sales

$654M

$725M

2017 2018

Sales Variation

+10.9%

Organic Growth

$73.0 M11.2%

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Railway Ties

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Organic Growth

$17.8 M2.7%

$662 M31.2%

2018 Sales

$652M$662M

2017 2018

Sales Variation

+1.7%

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Organic Growth

$66.3 M18.1%

$475 M22.4%

2018 Sales

$366M

$475M

2017 2018

Sales Variation

+29.6%

Residential Lumber

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Industrial Products

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Organic Growth

$1.0 M1.1%

$109 M5.1%

2018 Sales

$95M

$109M

2017 2018

Sales Variation

+15.3%

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Logs & Lumber

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Organic Growth

$32.1 M26.8%

$153 M7.2%

2018 Sales

$120M

$153M

2017 2018

Sales Variation

+27.4%

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Growing by Acquisitions

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July 2003

August 2005

July 2006

February 2007

April 2008

April 2010

December 2011

November 2012

November 2013

May 2014

September 2015

October 2015

December 2015

June 2016

December 2016

December 2017

February 2018

April 2018

April 2019

Cambium Group Inc. (Canada)

Webster Wood Preserving (U.S.)

Bell Pole Company (Canada)

Wood utility pole business of J.H. Baxter (U.S.)

The Burke-Parsons-Bowlby Corporation (U.S.)

Tangent Rail Corporation (U.S.)

Thompson Industries (U.S.)

McFarland Cascade Holdings (U.S.)

The Pacific Wood Preserving Companies® (U.S.)

Wood treating facilities of Boatright Railroad Products (U.S.)

Treated Materials Co., Inc. (U.S.)

Ram Forest Group Inc. and Ramfor Lumber Inc. (Canada)

United Wood Treating Company, Inc. (U.S.)

Lufkin Creosoting Co., Inc. and 440 Investments, LLC [“Kisatchie”] (U.S.)

Bois KMS Ltée and Northern Pressure Treated Wood Ltd (Canada)

Wood Products Industries Inc. (Canada)

Prairie Forest Products (Canada)

Wood Preservers Incorporated (U.S.)

Shelburne Wood Protection Ltd. (Canada)

Page 19: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Expanding our Continental Network

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Page 20: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Eric Vachon, CPA, CASenior Vice-President and

Chief Financial Officer

Page 21: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Building on Solid Performance

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$411M

$2,124M

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Sales

$59M

$244M

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

EBITDA(1)

$41M

$262M

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Cash Flow(1)(2)

$30M

$138M

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Net Income

(2)Before changes in non-cash working capital components and interest and income tax paid.(1)This is a non-IFRS financial measure. Please refer to the Company’s MD&A.

Page 22: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

2018 – Sales Increased for 18th Consecutive Year

22

$1.89B

$2.12B

2017 Sales (M) $1,886.1

Acquisitions 60.5

Currency variations (12.9)

Organic growth 190.2

2018 Sales (M) $2,123.9

SALES VARIANCE

2017 2018

Utility PolesRailway Ties Residential Lumber

Industrial Products Logs & Lumber

12.6%

Page 23: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

$299.9M$314.2M

2018 – Higher Gross Profit(1) But Lower Margin

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14.8%

2017 2018

15.9%

(1)This is a non-IFRS financial measure. Please refer to the Company’s MD&A.

① Transition of a Class 1 railroad customerfrom a “treating services only” program to full service “black-tie” program

② Increasing cost of untreated railway ties and certain untreated species of poles

③ Higher lumber costs

④ Softer pricing for utility poles and railway ties in certain regions

MARGIN PRESSURE

Page 24: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

$243.1M $244.4M

2018 – Higher EBITDA(1) But Lower Margin

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EBITDA(1) Operating Income(1)

2017 2018 2017 2018

$207.4M $206.3M

11.5%

12.9%

9.7%

11.0%

(1) This is a non-IFRS financial measure. Please refer to the Company’s MD&A.

Impacted by a non-cash $7.9M loss on

derivative commodity contracts

Page 25: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

$167.9M

$137.6M

2018 – Lower Net Income & EPS on One-Time Items

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Net income EPS

2017 2018 2017 2018

$2.42

$1.98One-off positive

$30.0 million non-cash benefit in

Q4-17 from U.S. tax reform

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$301.1M

$128.1M

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$248.2M$262.3M

Cash Flow before certain items(1)(2) Cash Flow from Operating Activities

(2) Before changes in non-cash working capital components and interest and income taxes paid

2017 2018 2017 2018

(1) This is a non-IFRS financial measure. Please refer to the Company’s MD&A.

Working capital investment primarily linked to increases

in inventory

2018 – Lower CFO Due to Unfavorable Working Cap

Page 27: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Acquisitions Capex Dividends Share buyback

Allocating Capital Equitably

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$9M

$192M

$45M

$95M $97M $105M

$122M

$198M

$87M

$143M

NCIB

Page 28: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Increasing Dividends Consistently

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$0.10 $0.13

$0.16 $0.20

$0.28 $0.32

$0.40 $0.44

2010 2011 2012 2013 2014 2015 2016 2017 2018

$0.4814th consecutive year of dividend increase

Page 29: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

2.4x

2.2x 1.9x

3.0x

2.4x 2.5x 2.8x 2.6x

1.9x 2.1x

-

100

200

300

400

500

600

700

800

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Total Debt Total Debt / EBITDA

Maintaining a Solid Financial Position

29

(1)This is a non-IFRS financial measure. Please refer to the Company’s MD&A.* As at December 31, 2018

(1)

$513.5M

$291.6M available on the Company’s syndicated credit facilities*

Page 30: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Q1-19 - Adoption of IFRS 16, Leases

• On January 1, 2019, the Company retrospectively adopted IFRS 16

• Comparatives for the 2018 reporting period have not been restated

• The application of this new standard resulted in:

– The addition of right-of-use assets and lease liabilities to the consolidatedstatements of financial position

– Instead of lease expenses, right-of-use asset depreciation and financing costs willbe recorded to the consolidated statements of income

30

Page 31: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Q1-19 – Strong Sales Growth

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$398.8M$440.7M

Q1-18 Sales (M) $398.8

Acquisitions 11.6

Currency variations 18.6

Organic growth 11.7

Q1-19 Sales (M) $440.7

SALES VARIANCE

+10.5%

Q1-18 Q1-19

Utility PolesRailway Ties Residential Lumber

Industrial Products Logs & Lumber

Page 32: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

$59.8M

$69.9M

Q1-19 – Increased Gross Profit(1) and Margin

32

15.9%

Q1-18 Q1-19

15.0%

(1)This is a non-IFRS financial measure. Please refer to the Company’s MD&A.

Gross profit increased due to:

• Greater sales volumes• Lower lumber costs

Partially offset by:

• Higher costs for untreated railway ties and certain treated species of poles

Page 33: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

$23.1M

$29.5M

Q1-19 – Net Income & EPS Increased

33

Net income EPS

Q1-18 Q1-19 Q1-18 Q1-19

$0.33

$0.43

Due to the increase in operating

income

Page 34: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

($64.6M)

($75.9M)

Managing Cash Flow for Seasonality

34

$45.6M

$60.8M

Cash Flow before certain items(1)(2) Cash Flow Used in Operating Activities

(2)Before changes in non-cash working capital components and interest and income tax paid.

Q1-18 Q1-19 Q1-18 Q1-19

(1) This is a non-IFRS financial measure. Please refer to the Company’s MD&A. Normal seasonal working capital requirements

Page 35: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Maintaining a Solid Financial Position

35

$514M

2.2x

1.9x

3.0x 2.4x

2.5x

2.8x

2.6x

1.9x2.1x

-

100

200

300

400

500

600

700

800

2010 2011 2012 2013 2014 2015 2016 2017 2018 Q1-19*

Total Debt Total Debt / EBITDA

(1)This is a non-IFRS financial measure. Please refer to the Company’s MD&A*Includes long term debt and current portion of long term debt. Does not include lease liabilities.

(1)

Page 36: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Increasing Dividends Consistently

36

$0.10 $0.13

$0.16 $0.20

$0.28 $0.32

$0.40 $0.44

$0.48

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019P

$0.56*

* Projected based on the latest quarterly dividend

2019 will be the 15th consecutive year of dividend increase

Page 37: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Brian McManusPresident and

Chief Executive Officer

Page 38: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

2019 Outlook

38

Consolidated

Higher sales

Improved margins across all product categories

Utility Poles Sales and margins are expected to increase

Railway Ties Sales and margins are expected to increase

Residential Lumber Sales are expected to be stable

Based on current market conditions and assuming stable currencies and the current level of lumber prices

Page 39: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of

Opening of the Meeting

Chair, Secretary and Scrutineers

Notice of Meeting

Scrutineer’s Report

Minutes of Previous Meeting

Annual Report & Independent Auditor’s Report

Election of Directors

Appointment of Auditors

Termination of the Meeting

Management Presentations

Question Period

Agenda

39

11

Page 40: ANNUAL MEETING OF SHAREHOLDERS - Stella-Jones Inc · 2019. 11. 20. · ANNUAL MEETING OF SHAREHOLDERS May 2, 2019. Opening of the Meeting Chair, Secretary and Scrutineers Notice of