1 Capstone Infrastructure Corporation 2015 Annual General Meeting of Shareholders Transcript Date: Wednesday, June 17, 2015 Time: Speakers: 10:00 AM ET V. James Sardo Chairman of the Board of Directors Michael Bernstein President and Chief Executive Officer Michael Smerdon Executive Vice President and Chief Financial Officer
2 1 Good morning, ladies and gentlemen, and welcome to the 2015 Annual General Meeting of Shareholders of Capstone Infrastructure Corporation. I m Jim Sardo. I'm Chairman of the Board of Directors of the Corporation and I'll act as Chairman for today's meeting. Before we begin the business part of the meeting this morning, I would like to introduce all of you to the Corporate Directors of Capstone who are seated here on my left, beginning with the CEO Michael Bernstein. Rick Knowles, on the very end, would you stand, Rick, because I m sure they don t know you. Jerry Patava, who is also Chairman of our Corporate Governance and Compensation Committee and the Nomination Subcommittee, and François Roy who is the Chairman of the Audit Committee. Goran Mornhed, and Janet Woodruff, and that is our Board of Directors. And I would like to convey to each of them my thanks for being a Director of this Corporation, working diligently with me and Management to execute the Corporation s strategy and to increase value for all of our Shareholders. Also present at the meeting today are representatives of Computershare Investor Services Inc. who will serve and act as scrutineers, and they re at the back of the room, and representatives of PricewaterhouseCoopers LLP, the Corporation s auditors. I don t see our auditors; where are they? Is Swati here, or Grant? I m sure they ll be here shortly. I had an from the Vice Chairman today who is in London at the global PwC meeting and apologized for not being here today. Now I would like to begin the formal part of today s meeting, and we have a number of business matters that we have to conduct today, including the appointment of the Corporation s auditors for the coming year and the election of Directors. Once the formal business meeting has been concluded, I will turn the meeting over to Management of the Corporation for a presentation and there ll be an opportunity at that time to ask questions, so I d ask you to hold your questions until after the Management presentation. I will now call the meeting to order and I will ask Stu Miller, the Corporation's Executive Vice President, General Counsel and Corporate Secretary, to act as Secretary of the meeting. Stu s on the end of the platform there. With the consent of the meeting, I will appoint Daniela Munoz, who s there at the back of the room, and Patty Sigiannis of Computershare Investor Services Inc., the Corporation's Registrar and Transfer Agent, to act as scrutineers for today s meeting.
3 2 The Notice calling the Annual General Meeting of Shareholders, together with the Information Circular describing the business of the meeting, the Form of Proxy or the Voting Instruction Form, and the Corporation's Annual Report containing the audited consolidated financial statements for the Corporation for the years ending December 31, 2014 and 2013, and the Auditor's Report thereon were previously mailed to Shareholders who have requested such materials. Additional copies of materials are also available at this meeting, and therefore, with the consent of the meeting, I will not read the Notice of the meeting and will ask the Secretary to append the Notice and the Confirmation of Mailing to the minutes of this meeting. The scrutineers have provided me with the Preliminary Report regarding attendance at this meeting. The scrutineers have advised me that 730 Shareholders representing 36,549,718 shares or 39% of the common shares of the Corporation are in attendance in person or by proxy and that a quorum is present. I think 39% is probably the highest return that we ve had in a number of years. Therefore, I declare that this Annual General Meeting of Shareholders is regularly called and properly constituted for the transaction of business. The next item, the Secretary has the minutes of the last Meeting of Shareholders and these may be examined upon request, and with the consent of the meeting, I will dispense with the reading of the minutes of the last meeting. Prior to this meeting, the audited consolidated annual financial statements of the Corporation, as at and for the years ended December 31, 2014 and 2013, and the Report of the Auditors thereon were mailed to Shareholders who requested to receive the Corporation s Annual Report. There are extra copies available here, as I said before, for anyone wishing to review them. I hereby place the Financial Statements and the Auditor's Report thereon before this meeting. The next item of business relates to the reappointment of the Auditors of the Corporation and their remuneration. May I have a motion that PricewaterhouseCoopers, LLP be reappointed as Auditors of the Corporation to hold office until the next Annual Meeting of Shareholders or until a successor is appointed, and that Directors of the Corporation are authorized to fix the auditors remuneration?
4 3 JENS EHLERS: My name is Jens Ehlers and I'm a proxyholder. So moved. Thank you, Jens. May I have a seconder? SHERRY PROVIS: My name is Sherry Provis and I'm a proxyholder, and I second the motion. Thank you Ms. Provis. I will now call for a vote on the motion. All in favour of the motion, signify by raising your hand. Are there any withheld? Seeing none, I declare the motion carried. The next item of business is the nomination of Directors and the election of Directors. The number of Directors to be elected at this meeting is seven. This meeting is now open for nominations for election to the Board of Directors of Capstone for the coming year. I will now ask Jens Ehlers to make the nomination of those persons nominated for election as Directors as listed in the Information Circular accompanying the Notice of meeting. JENS EHLERS: I nominate for election as Directors of Capstone Infrastructure Corporation, each person so specified in the Information Circular for this meeting, namely: Michael Bernstein, Richard Knowles, Goran Mornhed, Jerry Patava, François R. Roy, V. James Sardo, and Janet Woodruff to hold office until the next Annual Meeting of Shareholders or until his or her successor is appointed, unless such office is earlier vacated in accordance with the Articles of the Corporation. Thank you, Jens. Now since there were no further nominations received prior to the meeting, in accordance with the Corporation s advance notice policy, I declare the nominations closed. So now we ll move on to the election of the Directors. May I have a motion that the persons nominated for election as Directors to be elected and hold office as Directors of Capstone Infrastructure Corporation until the next Annual Meeting of Shareholders or until his or her
5 4 successor is appointed unless such office is earlier vacated in accordance with the Articles of the Corporation? JENS EHLERS: So moved. May I have a seconder? SHERRY PROVIS: I second the motion. Thank you, Ms. Provis. As the Corporation has adopted individual voting for Directors and a majority voting policy, we will conduct individual votes for each of the nominees by a show of hands. I will now call for a vote on the motion to elect Michael Bernstein and all in favour of this motion, please raise your hand. Withheld, if any? I declare the motion carried. I will now call for a vote on the motion to elect Richard Knowles. All in favour of this motion, please signify by raising your hands. Thank you. Any withheld? None. I declare the motion carried. I now call for a vote on the motion to elect Goran Mornhed. All in favour by raising your hand. Withheld, if any? I declare that motion carried. I will now call for a vote on the motion to elect Jerry Patava. All in favour of this motion, raise your hands. Any withheld? None. I declare that motion carried. I will now call for a vote on the motion of François Roy, and all in favour raise your hand. Withheld, if any? Seeing none, I declare the motion carried. I will now call for a vote on the motion to elect V. James Sardo. All in favour by raising your hand. Any withheld? Seeing none, I declare that motion carried
6 5 I will now call for a vote on the motion to elect Janet Woodruff. All in favour of that motion, please signify by raising your hand. Any withheld? Seeing none, I declare that motion carried. I also have the Scrutineers' Report which states that Michael Bernstein, Richard Knowles, Goran Mornhed, Jerry Patava, François Roy, James Sardo and Janet Woodruff, each received more for proxies than withheld proxies, signifying the Corporation's majority voting policy. The individual proxies for each nominee will be reported as part of the voting results report to be filed on SEDAR following this meeting and the results will be press released in accordance with the rules of the TSX. I hereby declare that Michael Bernstein, Richard Knowles, Goran Mornhed, Jerry Patava, François Roy, James Sardo and Janet Woodruff are each elected as Directors of the Corporation to hold office until the next Annual Meeting of Shareholders or until his or her successor is appointed, unless such office is earlier vacated in accordance with the Articles of the Corporation. So, congratulations, Directors. Now, is there any other formal business that may be properly brought before this meeting? If not, I will now call for a motion to conclude the formal portion of the Annual General Meeting of Shareholders of the Corporation. Who will make that motion? Thank you, Jens. And second? Ms. Provis, thank you. I will now call for a vote on the motion to terminate the meeting. All in favour, please signify by raising your hand. Any against? Didn t think so. I declare the formal business of this Annual General Meeting of Shareholders of the Corporation terminated. So now, the important part of this meeting is Management s presentation. I will ask Management to come forward and make a presentation of the 2014 results and how we are poised to create value for the Corporation. Michael? Okay. Michael Bernstein, our CEO.
7 6 Good morning everyone. So welcome guests and Shareholders. I d like to welcome you to our Annual General Meeting, and in Toronto, an extended warm greetings for all of those who are joining us live on our webcast. Now, aside from the formal proceedings we ve just concluded, the AGM is an opportunity for us to review what Capstone has accomplished in the last year, including an update on progress we ve made in the current fiscal year and to share our strategic vision for the future. We ll also invite questions for Management and the Board of Directors. Our goal today is to affirm that our Company is sound and built upon a foundation of high-quality assets. We will soon have greater clarity on our regulatory challenge of Bristol Water and then Management has a defined strategy for growth and value creation over the long term. At our meeting in June 2014, we set out a list of specific objectives for the year ahead. These were to, one, maximize the performance of our assets; two, responsibly manage our business; three, advance growth initiatives; and four, achieve a successful AMP6 regulatory outcome at Bristol Water. Today, we can report that we largely met our first three objectives and believe we are close to resolution on the fourth. At a foundational level, Capstone consists of high-quality assets that form the backbone of our Company. Over the past 10 years, and with significant activity over the last five years, this portfolio has been diversified, de-risked and extended. It s been diversified by moving from a single asset to a Company that today encompasses 466 megawatts of clean power technologies in gas, solar, hydro, wind and biomass in Canada. It s also been diversified with the addition of perpetual utilities in England and Sweden. The portfolio has been de-risked by entering into new long-term contracts at Cardinal and Whitecourt, and its duration has been extended by the recent completion of three new wind facilities with 20-year power purchase agreements. In the last 15 months, the average remaining life of our contracted power facilities grew from about eight years to around 16 years. This we believe is a significant achievement. The first objective, to maximize the performance of our assets, is evident in our high-quality, well-managed portfolio. Our 2014 and five-year availability rates are the direct results of our diligent predictive maintenance programs and investments in new technologies that enhance production. These high operating standards translate into strong financial results, as we ll see in a moment.
8 7 One of the major investments in the past year was a recently completed $30 million refurbishment at Cardinal, putting the plant in prime shape to operate under its new 20-year contract as a dispatchable facility. If we completed that work in the spring and I can say that earlier this week, with a high humidity day, we did dip successfully into the power pool to produce electricity for the sector, or for Ontario. Now, the underlying performance of Bristol Water also remained strong. With improvements in leakage that have consistently been below the target range since Capstone acquired its interest in the company, and these improved results are related to the system enhancements that occurred while we successfully completed the five-year AMP5 $550 million growth program. The second objective was to responsibly run our business. In the last 12 months, we ve made Capstone a more efficient Company. We simplified the number of corporate structures and sold some smaller assets, saving time and in administrative expenses. In March, we were successful in a lawsuit against the Ontario Electricity Financial Corporation related to the price paid under power purchase agreements with Capstone and a number of other power producers of Ontario. This case that we started in 2012 is now under appeal and if the decision is upheld, it would result in a one-time gain of about $25 million and about $800,000 in additional annual revenues. In 2014, we also secured a new contract for Cardinal. As the old power purchase agreement was nearing expiry, there were concerns that Cardinal might not get a new contract because of the surplus of electricity in Ontario today. In fact, some of our peer companies owned similar gas plants that have not been re-contracted. Those facilities are simply sitting idle right now. Fortunately, because of the work we started in 2009, we signed a long-term contract in the spring of 2014 that runs until Under the agreement, Cardinal operates as a dispatchable facility and receives monthly capacity payments that escalate over time. Cardinal can now also provide electricity to the grid at peak times, as I mentioned we just did this week, when the spread between the cost of natural gas and the spot price of electricity makes it economically feasible to do so. However, the financial contribution to Capstone under Cardinal s new contract is about 25% of what it was previously. Since Cardinal was our largest cash flow generating asset, this 75% decrease has a noticeable impact on our financial results as we saw with the release of Q1 results.
9 8 We were also able to secure a new 15-year fuel supply price support and sharing mechanism at our Whitecourt biomass facility in Alberta. Under this agreement, which is extendable to 20 years, Whitecourt receives free fuel as well as a minimum guaranteed rate for the electricity it produces. Reaching this agreement was a major achievement. Alberta s open power pool market has recently experienced a run of depressed electricity rates as the province copes with the oil price shock. With our new contract, Whitecourt can continue to operate consistently and profitably with the likely future benefit of an increase in power prices and potential value for our environmental attributes. As a result of sound corporate management and a strong portfolio of assets, we reported excellent fiscal 2014 financial results. Adjusted EBITDA was $160.4 million, at the high end of our range. Our first quarter 2015 results, which we announced a few weeks ago, were also in line with our forecast. The third objective was to advance our growth initiatives. We focused those efforts on the successful execution of our wind development pipeline given what we believe is an unfavourable market for acquisitions, as we ll discuss later. Since our last AGM, we have taken three wind projects through financing, construction and commissioning, building our total operating wind portfolio to 228 net megawatts, and we have now secured four of the five renewable energy approvals necessary for our contracted Ontario wind projects with construction set to begin later this year and we are expecting the fifth REA shortly. Our sixth project in Saskatchewan is expected to start construction in Now this brings us to our fourth objective which was to achieve a successful outcome at Bristol Water. We ve spoken often about last December s final determination on the five-year business plan spanning 2015 to 2020 rendered by Ofwat, the economic regulator for the UK water industry. I ll provide a brief synopsis. At a very basic level, the regulatory determination from December 2014 does not make sense. Bristol Water is a well-run company. Service Incentive Mechanism, or SIM, tracks the consumer experience and Bristol Water s score on this measure is among the highest in the industry. Water charges for consumers in similar regions where the source of the water requires a similar level of treatment show that Bristol Water s charges are reasonable and below the peer average. Yet Ofwat s determination for Bristol Water contained a 21% reduction in real
10 9 rates compared to an average 5% reduction for the industry. We found that reduction, as well as other measures have potentially compromised the integrity of the water system and the financeability of the company patently unreasonable. Bristol Water s Board of Directors unanimously voted to challenge the final determination by initiating a review by the Competition and Market Authority, or CMA, the UK agency responsible for considering regulatory references and appeals. This started in March. To date, we are pleased with the process. Third-party commentary is also consistent with our views on a better outcome. Now, during the CMA process, there has been no new information from Ofwat that supports their decision, while Bristol Water has put forth compelling evidence on why its business plan makes sense for our customers, for the company and for Investors. Provisional findings will be publicly announced in early July. The CMA makes these interim views available before the final determination is published in late August or early September, however, the provisional findings should give us a good idea of what the final determination is likely to contain. We ll provide analysis of the impact of the provisional findings to Bristol Water and to Capstone after they are announced. Regardless of what the CMA decides, we do know that Bristol Water remains an excellent perpetual asset in a fast-growing region in the UK with excellent long-term prospects. Now these four priorities operational excellence, responsible management, successful development execution and Bristol Water s regulatory process defined the last year at Capstone. One area we have not been happy with is our share price. A combination of market uncertainty related to Bristol Water as well as our first quarter results, which showed the impact of new Cardinal contract on cash flows, has kept our stock below what we believe is fair value. As we continue to add capacity by successfully completing our development projects, Capstone s cash flows will steadily improve, which we anticipate will have a positive effect on our share price. However, the more immediate catalyst to restoring fair value to our stock price is a resolution at Bristol Water. Now despite some challenges along the way, we believe the Company has advanced to a stronger position from a year ago. So with that, I ll turn it over to Mike.
11 10 MICHAEL SMERDON: Thanks, Mike. We understand that our Shareholders may have questions about Capstone s near-term finances, so rather than reviewing our 2014 results in detail, we thought it better to use this forum to address our current financial position, dividend stability, payout ratio and new sources of cash flow. At the outset, we would like to emphasize that Capstone s finances are in good shape. With a very strong 2014 under our belt and a longstanding commitment to responsible fiscal management, Capstone has the resources to pay dividends, invest in capital improvements, and fund our pipeline of development projects. As Mike mentioned, our first quarter results from 2015 were in line with our forecast of $115 million to $125 million of Adjusted EBITDA for the full year. The contrast between recent results compared to the last several quarters of higher performance is largely due to Cardinal s new contract. Now this gap is expected to steadily narrow as we head to 2017 and our pipeline of wind projects is completed, making positive contributions to revenue, Adjusted EBITDA and AFFO. We have already commissioned three of these wind projects since last summer, all of them generally on time and under budget. This brings an additional 34.5 net megawatts of contracted operating capacity to the portfolio and generates about $11 million of Adjusted EBITDA on an annual basis. Now, we have six other projects in the works with four of them having received the regulatory approval from the Ontario Ministry of Environment and Climate Change this year. When all six of them are completed, they will provide an additional approximately $14 million of Adjusted EBITDA per year and we expect this run rate to be achieved in The business plan established by Ofwat for Bristol Water s current regulatory period, which is under CMA review, has resulted in a 14% reduction in real terms in customer rates, starting with the second quarter of This will have a noticeable impact when we release the results for this quarter in August. Now if the CMA delivers the expected improved outcome for Bristol Water with a balanced determination, any adjustments arising from the CMA s decision would come into effect on April 1st of In the meantime, Capstone has a very diversified portfolio of other assets in our
12 11 wind portfolio, the Whitecourt Biomass plant, the hydro facilities, the Amherstburg Solar Park and the Värmevärden District Heating business. Performance in line with long-term averages of these assets generates a solid core of cash flow for the business. In terms of our financial position, Capstone s debt-to-capitalization ratio is a very reasonable 70.8% and we have $63.5 million in available liquidity. This provides the basis for Capstone s ability to cover all of the wind development projects, pertinent maintenance capital expenditures, corporate costs, debt service, and dividends on both our preferred and common shares, while still leaving us with cash and credit capacity as we enter That is the year we expect our payout ratio to return to 70 to 80% of adjusted funds from operation. Capstone has planned carefully for 2015 and The Company s fundamentals remain strong and we are well positioned for the future. We have a very clear pathway to generating new and growing cash flow from our wind development projects. We are maintaining a disciplined, responsible approach to fiscal management and growth. We have very good reason to believe that we will secure an improved outcome at Bristol Water and that the investments we have made over the years will ultimately deliver on our business and financial metrics. Despite the challenge of the current CMA appeal, Bristol Water s regulated organic growth profile will increase Capstone s value as a Company. And our relatively low-risk contracted development projects here at home are steadily growing the value of our business. I ll now turn it back to Mike. Thank you, Michael. Now our focus today is three-fold. First, our goal is to provide context for the events of the last year that have brought us to where we are today. Second, we want to provide clarity in the healthy state of our business and solid financial position, and hopefully you took comfort from what Mike just went through. In our view, the recent trading range of Capstone s shares is not an accurate reflection of the fair value of our business and the high quality of our portfolio. Industry observers agree as well. The average target price for Capstone s shares are among the Analysts covering the Company is considerably higher than the current level. Nevertheless, as Management, we bear responsibility for stock price performance and as
13 12 significant Investors, we also feel its impact. Therefore, because total Shareholder return for the period ending on December 31, 2014 fell below a certain threshold, no payments were made to Capstone Executive for performance share units that vested on that date. That portion of Management compensation is eliminated and has not been deferred. The value of any shares we do own has also been impacted. Now this brings us to our third aim for today; to provide an update on our plans to grow our Company and deliver value for Shareholders. Capstone s approach to create long-term value involves four building blocks. The foundational level is responsible stewardship of existing assets. We discussed this earlier and demonstrated our skill and expertise in managing our portfolio to the highest standards, including optimizing their cash flow and de-risking them, primarily through contract extension. The next component is to build out the existing pipeline of development projects, which we are executing well. Following that, we build value by bringing new projects into the pipeline as we are now looking at the Ontario Large Renewable Procurement Process and it includes efforts in British Columbia and the US. Finally, there is mergers and acquisitions activity. Our track record with acquisitions, whether Bristol Water, Amherstburg, Renewable Energy Developers or Värmevärden, shows that we invest for the long term. Right now, our belief is that the market for operating infrastructure assets is crowded and expensive. We ve carefully analyzed a large number of potential acquisitions during the last year and found that they don t align with our long-term view of value. There are many transactions that may look attractive, or even accretive in the near term, but are unlikely to provide sustainable long-term value. Our focus, therefore, in this environment, is to grow primarily through development. Capstone has promising opportunities to thrive and grow in the infrastructure sector, delivering essential services to communities and rewarding the confidence of Investors. Our near-term priorities are as follows: steer Bristol Water to resolution with the CMA over the coming summer; continue to optimize the performance of our assets; continue the successful execution of our wind development pipeline, a capability Capstone has now shown over the past 12 months that it can excel at; add to our development pipeline; and, when the market and our currency are both aligned, pursue acquisitions.
14 13 Now, thank you very much for attending today. Before we go to the questions, I would like to thank our team at Head Office and the team at the assets for their dedication and hard work and quite a few successes over the past year, and also to our Board of Directors, thank you very much for your guidance and your counsel, which has been a very busy year with its share of challenges as well. So I d like to thank all of you for attending and to affirm that we are committed to building Capstone into a Canadian leader in owning and operating core infrastructure in Canada and around the world, and we d now be pleased to take your questions. Yes, sir. MALE SPEAKER: Yes. Capstone pays a juicy dividend. What can you tell me that ll make me feel better about the sustainability of that? Well, as Mike covered, we do have a pathway with the building out of the wind projects to get to a payout ratio that is in line with our target of 70 to 80%, and as Mike mentioned and you can maybe provide a bit more detail the liquidity to continue to support that dividend. MICHAEL SMERDON: So there s basically three things you need in order to sustain the dividend: a commitment from the Management Team and the Board of Directors, which we have articulated previously we are committed to maintaining the dividend; you need the liquidity in the near term, $63.5 million of liquidity on the balance sheet today which is two times the dollar value of the dividend on an annual basis; and three, a pathway to see that it is sustainable from existing cash flows, and by 2017, with the buildout of the remaining development projects and a reasonable outcome on Bristol, those two factors are all we need in order for dividend sustainability in 2017 and beyond. MALE SPEAKER: Thank you.
15 14 MICHAEL SMERDON: You re welcome. Yes? BENJ GALLANDER: Hi. Benj Gallander, Contra The Heard Investment Letter. You guys continue to make me look stupid on BNN. It was one of my picks, as you know. It s gone down quite a ways since. I m used to looking stupid at home with my kids but it s harder in the corporate sector. Just a further question on the sustainability of the dividend, and I understand 2017 getting down to 70, 80%. If you lose at Bristol Water, is it still sustainable over the next couple of years through 2017? MICHAEL SMERDON: The liquidity within the business exists today regardless of the outcome on Bristol Water. So that $63.5 million is capital available at Corporate Head Office. So that capital exists and is there to sustain the dividend. BENJ GALLANDER: Okay. Michael, it s great to see you ve been buying shares in the market I believe. Yes. BENJ GALLANDER: That s really good to see. It s comforting as an Investor; I appreciate that, and it s nice to see that the bonuses that you guys have decided to not take, The last couple of years, as you know, I ve complained that the Board of Directors gets too much money and I think Management also is overpaid relative to the size of the Corporation. Did you guys talk about this last year? Was there any thought to lowering the compensation given you have less cash flow coming in Cardinal, Bristol Water, etc. or is it same as it always has been?