Mark Davis
President & CEO
Good morning
ladies and gentlemen.
When Chemtrade
completed its first public offering two years ago, we committed to delivering
reliable, sustainable and growing distributions. Since that time we have exceeded
the IPO expectations, increasing our distributable cash by more than 20% from
$1.47 per unit to our current level of $1.80 per unit.
Our achievements
are based upon:
- A business
model that seeks to maintain reliable distributions by mitigating the effects
of changes in commodity prices and volume:
- Attention
to cost control and incremental growth to ensure sustainability of earnings;
and
- Acquisitions
increasing Chemtrade's scale and diversity of earnings supporting the sustainability
and reliability of existing distributions and the ability to increase distributions.
In
addition to our more than 20% increase in cash distributions Chemtrade has increased
its asset value by 200%, its market capitalization by 250% and most importantly,
significantly diversified its earnings base.
Today, I want
to start with a brief description of our business model.
I then want to
focus on our operations with particular emphasis on our most recent acquisition
and the relation of each business to our business model.
Vic will take
you through the financials and distribution information, including some pro
formas for the recent Pulp Chemicals acquisition, and I will finish with some
concluding comments.
Chemtrade
provides industrial chemicals and services to customers in North America and
around the world. Through marketing services agreements and our own production
facilities we are one of the world's largest suppliers of sulphuric acid, liquid
sulphur dioxide and sodium hydrosulphite, or SHS. We are also a leading regional
supplier of sulphur, and now, with the Pulp Chemicals acquisition, sodium chlorate.
Our business
model is intended to mitigate the effect that changes in commodity prices
and volumes could have on our earnings. As a general statement we seek to
mitigate commodity risks through
- contractual
provisions;
- competitive
position; or
- product or
service differentiation in the
market place
Outside of our
Pulp Chemicals business, we have primarily focused on sulphur-based chemicals.
We obtain sulphuric acid, SO2 and sulphur generally
from base metal smelters and oil refineries. These products are produced as
a result of environmental laws requiring industries to capture sulphur emissions
resulting from the production of their core products.
Removal
of these products is critical to producers, as they could not operate without
Chemtrade's removal services. Chemtrade guarantees its removal services and
in its 70 year history has never caused unscheduled downtime for a producer.
Chemtrade provides removal services for approximately 40 key producers. The
products we remove are valued core ingredients for other industries. So Chemtrade
markets and distributes the products it removes to a number of different industries
and over 400 customers.

Most
of these products are largely commoditized. Therefore, it is important to minimize
our exposure to commodity price and volume fluctuations. Our business model
follows the general premise that the less you can differentiate your product
in the market place the more commodity risk you should push back to the producer
of the product. Accordingly, through long-term contracts with our producers,
the majority of price and volume risk is borne by the producers and not by Chemtrade.
These contractual provisions are a significant stabilizing influence on our
earnings.

Following
our December 2002 acquisition of the SHS operations from Clariant, Chemtrade
became the largest North American producer of SHS and one of the largest producers
in the world. This is a great fit with our original business since one of the
key raw materials is liquid SO2. The SHS operations are
the largest purchaser of SO2 in North America and Chemtrade
is North America's largest supplier. Our SHS operations allow us to use the
SO2 we obtain from our producers to produce SHS, a higher
valued sulphur product.
The
majority of our SHS sales are to the pulp and paper industry, where it is used
primarily for bleaching mechanical and recycled pulps used in newsprint production.
Most of the remainder is sold to the textile industry for bleaching indigo and
vat dyes. We are the sole supplier to most of our customers and have excellent
long-term customer relationships.
We
are the clear market leader in North America, with a market share more than
double that of our nearest competitor. The top three producers in the industry
maintain an 85% share, creating a disciplined North American SHS market. Finally,
Chemtrade is the only North American producer of powder SHS and, accordingly,
is the only producer able to offer product in either powder or liquid form.
From a business
model perspective,
- SHS is a product
that can be differentiated in the market based on form (powder or liquid),
formulations and performance;
- As the market
leader, the SHS operations have a strong competitive position; and
- Due to the
SO2 linkage and steps we are taking to restructure
other raw material contracts, we believe that we can add further stability
to the cost of the commodity inputs.
Finally, let
me describe our newest business.
We recently acquired
the operations and assets of BC Chemicals, a wholly owned division of Canfor
for $117.3 million. We are calling it our Pulp Chemicals business.
Based
in Prince George, British Columbia, Pulp Chemicals produces sodium chlorate
and crude tall oil, both of which are chemicals used by the pulp and paper industry.
Sodium chlorate is used to bleach pulp, and crude tall oil is used as a less
expensive alternative energy source to natural gas. Crude tall oil is also referred
to as CTO.
The
bulk of Pulp Chemical's earnings are generated from sales of sodium chlorate.
The acquisition is structured to include 10-year exclusive contracts with Canfor.
Canfor will continue to purchase about 70% of the sodium chlorate capacity and
virtually all of the CTO capacity. These contracts are structured to mitigate
a significant portion of the commodity price and volume risk one might otherwise
expect from these products. We expect to earn approximately 65% of the pro forma
Pulp Chemicals EBITDA from the Canfor long-term contracts.
- Canfor will
purchase the majority of the sodium chlorate capacity at a price that will
be adjusted to reflect changes in approximately 95% of the variable manufacturing
costs;
- Chemtrade
will toll process Canfor's soap skimmings into CTO and Canfor will pay a
fee to Chemtrade to compensate for a complete recovery of the processing
costs plus a fixed dollar profit margin.
Clearly, from
our unitholders perspective, these contracts substantially mitigate a significant
portion of price and volume risk on the Pulp Chemicals products.
After Vic reviews
Chemtrade's financial performance and pro-formas to give you a better sense
of the expanded business I will add some final comments concerning our diversity
of earnings.
From
a business model perspective we have contractually mitigated commodity risks
as follows:
Vic Wells
VP Finance & CFO
Thank you, Mark
and good morning ladies and gentlemen.
This
morning I will quickly review Chemtrade's 2002 performance, its first full year
of operations, and measure that against the expectations at the time of the
IPO. I will then review the results for the first half of this year, which reflect
the acquisition of the SHS business. Finally, we'll have a look at some pro
formas that reflect the Pulp Chemicals acquisition.
In the IPO marketing
materials, we indicated expected annual EBITDA of $25.6 million and distributable
cash of $19.2 million.
Our actual results
for 2002 were well ahead of the IPO estimates. EBITDA was $26.3 million and,
more importantly, distributable cash was $21.9 million.
The SHS acquisition
in December of last year substantially changed Chemtrade's financial picture.
For
the first half of this year, cash available for distribution was $14.1 million,
generated from revenue of $135.4 million and EBITDA of $18.9 million. In the
first half of last year, distributable cash was $11.7 million, revenue was $101.4
million, and EBITDA was $13.7 million. The principal reason for the increase
of greater than 20% in each of these metrics over last year is the year-end
acquisition of the SHS assets.
In
total, consolidated financial results for the first half of 2003 met expectations.
Results were affected by planned maintenance shutdowns at our SHS plant in South
Carolina, and at the Inco smelter in Sudbury, Ontario, which reduced available
product at both of these facilities. Financial results were also affected by
the stronger Canadian dollar.
An unplanned
labour disruption at the Inco operation in Sudbury, our major supplier of
sulphuric acid, affected operations but not financial results in the second
quarter. We were able to supply the majority of our customer base from inventory
and alternative sources in June, and indeed, since then.
We're pleased
that Inco and the union reached a settlement last week and that the operations
have resumed. Our understanding is that production will be back to normal
shortly.
Since
the beginning of July, Inco has been contractually required to mitigate the
financial impact resulting from Chemtrade purchasing sulphuric acid from alternative
sources in order to supply its customer base. We were able to minimize the impact
on both Inco and Chemtrade during the stoppage, and the mitigation will be reflected
in Chemtrade's third quarter results.
The
Pulp Chemicals acquisition has again changed the financial picture for Chemtrade.
On a pro forma basis, the combined businesses, that is, Chemtrade and the Pulp
Chemicals business would have produced EBITDA of $28 million, and distributable
cash of $21.3 million, or 97 cents per unit on a basic basis, for the 6 months
ended June 30, 2003. This compares with EBITDA of $18.9 million and distributable
cash of $14.1 million, or 87 cents per unit, that Chemtrade actually generated.
Obviously
the acquisition is very accretive for Chemtrade unitholders. Taking just one
measure, albeit the most important, pro forma basic distributable cash per unit
for this
6-month period is 10 cents higher than Chemtrade standalone, or an increase
of approximately 11%. As Mark explained, we also believe that the Canfor agreements
will ensure that this earnings stream should be relatively stable over the long
term.
Our key financial
objective is to provide reliable and sustainable distributions. We pay regular
monthly distributions to our unitholders and, after each quarter is completed,
we pay a supplemental distribution to complete that quarter's cash distribution.
We have established
a conservative distribution policy, holding back some distributable cash so
that we would be able to continue to pay consistent distributions even in
the event of unforeseen interruptions to the normal course of business. Because
of this, and because the business has performed quite well this year even
under difficult conditions, we have been able to maintain the distribution
rate we established at the end of last year.
The results we
have delivered since our inception have led to cash distributions to our unitholders
that have exceeded our initial expectations.
In
the IPO marketing materials we indicated an expected annual distribution rate
of $1.47 per unit. Distributions per unit attributable to 2002 were $1.58, a
substantial increase over the expected rate of $1.47. For 2002, these numbers
exclude the units issued on December 30th as part of the SHS acquisition.
Effective
with the January 2003 distribution, we announced further increases to our monthly
and supplemental distributions, taking the annual rate to $1.76 per unit. And
as
a result of the Pulp Chemicals acquisition, we have announced plans to increase
the quarterly supplemental distribution to 12 cents per unit effective with
the third quarter distribution. This takes the annual rate to $1.80 per unit.
Over the 2 years since the IPO, cash distributions have increased by about 22%.

The Pulp Chemicals
acquisition was financed by proceeds from a new issue of units and increased
bank debt. The total cost of the purchase, including costs, is estimated at
$126 million.
The equity was
issued on a bought deal basis in the amount of $86.4 million Subscription
Receipts through a syndicate of underwriters led by CIBC World Markets. The
Subscription Receipts were exchanged for 5,860,000 units of the Fund upon
completion of the acquisition last week. There are now approximately 22 million
units outstanding.
The new units
are entitled to the August distribution that is paid at the end of September,
as well as the third quarter supplemental distribution. As mentioned earlier,
we have adopted a conservative distribution policy and are confident we will
maintain the rate we have set. We will continue closely monitoring distributable
cash and consider whether a further increase in distributions is sustainable,
and therefore, warranted.
I'll now hand
the presentation back to Mark
Mark Davis
Thanks, Vic.
We are pleased
with the increased scale provided by our two acquisitions. Furthermore, just
viewing the effects of the Pulp Chemicals transaction on its own, we have
significantly diversified our stream of earnings.
On
a pro forma basis the Pulp Chemicals Business should account for approximately
33% of Chemtrade's aggregate EBITDA and 34% of distributable cash. We believe
that this diversity is important to long term reliability and sustainability
of our distributions.
We
continue to believe that we can realize synergies and productivity improvements
from our recent acquisitions, and that there are further opportunities to expand
our business. We will continue looking for acquisitions that strengthen our
ability to sustain and increase distributions. However, our guidelines for appropriate
transactions are clear - they must be in areas of our core competence, fit our
business model and be immediately accretive to unitholders.
Our
results and actions have led to a very positive return in the market. In the
two years since the IPO our total return has significantly outpaced the income
trust and TSX indexes. We believe that we are even better positioned today to
deliver on our commitments of reliable, sustainable and growing distributions
in the years to come.
Thank
you for your attention.