Laurie Tugman, President & CEO

Good afternoon ladies and gentlemen.

     
  Before I begin, I would draw your attention to the statement on the screen concerning forward-looking statements that may be made in this presentation.
     
 

When we look back on 2006 a few years from now, I think we will see that it was a turning point for the Company as the updated strategy we adopted in 2005 began to take effect.

 

   
And by that I mean it was a year in which we made significant progress in executing our strategy of becoming a more broadly based industrial services provider. We were very active on a number of fronts and I'm pleased to say we were successful.
     
 

 

•  As the year began, we were about six months into integrating Stablex, the first acquisition that broadened our service and customer base.

•  At the same time, the Montreal expansion was at its peak period of construction activity.

     
 

•  In April we acquired the Petcoke Services business, an important strategic addition to our services for oil refineries.

•  At about the same time, the Power Generation Group won an important contract from the Lower Colorado River Authority for an FGD project marking the group's successful re-entry to the North American market.
     

•  Then we were into the commissioning phase of Fort McMurray , having actually completed construction of the plant in 2003 and then maintained it in readiness for the important start-up phase. The commissioning went well, and in fact we produced saleable product that exceeded our own expectations. As we then moved into the ongoing production process we only had to fine-tune the plant to meet product specifications for quality. We were quite pleased with the success of the whole process.

     
 

•  And finally, in the third quarter we confirmed the additional capacity at the Montreal expansion and proceeded on to a successful start-up.

•  In the meantime, all the other parts of Marsulex continued to do what we do well – provide safe, reliable and efficient services to our customers.

     
None of this would be possible without an outstanding group of employees, and that's where I would like to begin this afternoon.
     
 

I know it is often left to the end of these presentations to acknowledge employees, but I want to start there because they are a key strength for the Company. They are the ones who operate our facilities efficiently and safely on a day-to-day basis, earning the confidence and respect of our customers. Those relationships are a key factor in our success.

Our employee base has tripled over the past couple of years, going from fewer that 200 in 2004 to over 500 today, split almost equally between Canada and the U.S. As the Company grows, and as we broaden our services and expand our geographic reach, we need to constantly assess our ability to maintain excellence in all parts of our operations. That means adding depth to the range of skills and talents we can put to work for our customers. It's an area where we are focusing a good deal of spending. We are further strengthening management and technical skills through training and development, and we are hiring additional people to add to our bench strength.

This is an exciting time because it offers opportunities for advancement to our existing employees, and brings in new talent to add to the depth of our capabilities.
     
 

The senior management team, which you see on the screen now, is no exception, and Bill Martin, who joined us in July last year as CFO is a good example. Bill's wealth of experience working with industrial companies and a leading accounting firm meant he was able to make an immediate contribution. More importantly, he provides leadership going forward, and as Marsulex increases in size and complexity he will be an important resource in our growth strategy.

     
  In the balance of our presentation this afternoon, I will expand a little on the highlights of 2006 I outlined earlier; Bill will review the financial results for 2006 and the first quarter of 2007; and I will have some concluding remarks on our strategy for continuing to build shareholder value.
   

I'll start with the acquisitions.

Stablex and Petcoke were important strategic additions to our range of services. I won't repeat the descriptions of the businesses – you all would have heard or read enough about what they do. What's more important to discuss today, is what they can do for Marsulex. Well, some of the proof is already there. They are both making a positive contribution to earnings, but we have by no means maximized their potential.
     
  When we buy businesses like these, we are looking for well-run operations that are consistent with our core skills, but we also look for more than that. As part of our investment decision process, we identify areas where we can add incremental value by improving the operations and generating better returns.
     
 

Stablex gave us an entry into the inorganic hazardous waste treatment industry, and with its excellent customer base and unique, world leading technology, gives us an excellent platform on which to build that business.

     
 

Petcoke was a strategically important addition to our range of industrial services. As well as expanding and strengthening the relationships we already have with oil refiners, it's an important expansion of the on-site services we provide for this key customer group.

Let me give you an idea of the scale of a coking operation at a refinery. Because no refineries in eastern Canada currently have cokers, it's hard to appreciate the impact they have.
     

In the photo on the screen now, the coker, or series of cokers, is in the foreground. The height and width of that structure is the size of a football field, and is generally the biggest and most robust piece of equipment at a refinery.

Not only is the visual impact significant, cokers also represent a huge capital investment, in the order of a billion dollars or more.

Petcoke cutting and removal, therefore, is a critical operation for refineries and it was our reputation for safe, reliable service that helped in our successful bid for the business.

It also gives us a useful vantage point for new opportunities to provide outsourced services to oil refineries as they expand their operations. There is clear evidence that many of the leading oil companies in North America need additional capacity. This need was highlighted recently in Ontario when a refinery incident resulted in a shortage of gas at a number of stations.

Several oil companies have revealed capital spending plans that include an improvement in downstream assets, and in a number of cases those plans incorporate additional cokers. Although the lead times are fairly long because of the magnitude of the investment involved in new cokers, we believe Marsulex is now well placed to benefit from these expansion plans.
     
 

Stablex and Petcoke are not standalone businesses that have been tacked on to Marsulex. They are businesses that are synergistic with Marsulex, and fit comfortably into our business model and our view of the future. With acquisitions like these we are building a solid platform for future growth.

   
 

The completions of two large projects – Fort McMurray and the Montreal expansion – were important not only for the significant contribution each makes to our earnings base, but because they clearly demonstrate our ability to execute large scale projects.

     
 

The successful commissioning of the Fort McMurray plant in the third quarter was the culmination of a project that was critical to Syncrude's upgrader expansion. The plant is producing high-grade ammonium sulphate fertilizer that in turn is being marketed under a sales agreement with Agrium.

     

Another aspect of the Syncrude project is that it demonstrates that Marsulex can draw upon resources throughout the Company to provide the technology and services our customers need. In this case the Power Generation group provided the unique ammonium sulphate scrubbing technology used in the scrubber and supervised the engineering and installation. As part of the upgrade at Syncrude, we view the Fort McMurray facility as a refinery customer within the Industrial Services Group, but because of the location of the plant, Western Markets Group looks after the operations and relationship management.

     
 

The 50% expansion of our Montreal facility was completed in the third quarter. The project commenced some years ago in response to our customers' need for more processing capability from us in order for them to meet new sulphur content regulations for on-road diesel fuel that came in to effect last year. The $76 million expansion was constructed and completed while we continued to provide continuous service to Shell and Petro-Canada. The earnings from the expansion will be an important factor in our growth for 2007.

     
 

The successful completion of the Fort McMurray and Montreal expansion projects have proven our ability to execute large scale projects that are critical to our customers' operations. This is an important consideration when future projects are being awarded and should give you as shareholders confidence that we have the ability to execute large projects successfully and that our relationships are being extended with long-term contracts.

     
 

Those highlights – the acquisitions, and the completion and start-up of Fort McMurray and the Montreal expansion – have significantly expanded the scope of our operations and added substantially to our earnings, although Fort McMurray , of course, has been contributing since January 2005. And just as important is the value they have added to our reputation and profile in the industry, and that puts our name front and centre when new projects are being developed.

   
 

One of the other strengths of Marsulex is our adherence to a set of Core Values that define the organization. Among those core values is a commitment to Organizational Excellence that encompasses the development of the people resources I mentioned earlier. We also have a commitment to Corporate Responsibility that ensures safe and environmentally responsible operations in accordance with the Responsible Care ethic.

     

Adhering to these Core Values helps ensure our businesses run well and produce reliable and sustainable earnings. They did so in 2006, and I'll now ask Bill to review those businesses and the financial performance of Marsulex for 2006 and the first quarter of 2007.

   

Bill Martin , Chief Financial Officer

Thank you, Laurie and good afternoon ladies and gentlemen. I'm delighted to be here for the first time to present the financial results for 2006 and first quarter of this year.

     
  As Laurie said, it was an excellent year for Marsulex. The significant improvement in earnings and revenue came from solid performance by our legacy businesses, augmented by a full year's contribution from Stablex, nine months contribution from Petcoke Services, and revenue from the Montreal expansion, which started in the third quarter of 2006.
     
 

Consolidated revenue was $250 million, 50% higher than 2005, and gross profit was $89 million, up 46% from 2005. EBITDA improved by $19 million, or 48%, to $59 million. Of this, $16 million was recorded in the Industrial Services Group.

2006 SG&A costs increased by $9 million offsetting some of the increase in gross profit. Most of this change is due to requirements of a larger base business following the two acquisitions. As a percentage of revenue, SG&A costs were in line with the historic averages of 12-13%.

     
 

Pre-tax earnings for the year were $9.6 million. In addition to higher depreciation and amortization, the Company recorded a $2.8 million non-cash asset impairment charge with respect to its Long Beach operations. We continue to evaluate our options with respect to this facility.

Income tax expense for 2006 was $2.5 million or 26% of pre-tax income. We experienced an improvement from our normalized tax rate of 36% principally due to federal tax rate reductions announced in the second quarter.

     
Net earnings for the year were $7.1 million compared with $1.4 million in 2005. Earnings per share increased to 21 cents, up from 4 cents a year earlier.
     
 

Looking at the results for the operating groups, Industrial Services' revenue climbed 70% to $165 million, and gross profit was 65% higher at $56 million. Stablex, Petcoke Services and the Montreal Expansion contributed to a significant amount of the increase. Toledo results also improved with pass-throughs of higher energy costs. Some of the improvements were offset by higher commissioning costs for Montreal and Fort McMurray and the negative impact of foreign exchange.

     

Our Western Markets Group has been a steady source of revenue and earnings for Marsulex. In the year it generated revenue of $62 million , up 9%, and gross profit of $25 million, up 14%. The improvements were generated by higher sales of sulphides and sulphur-enhanced products, which made up for lower water treatment chemical sales. Gross profit margin increased from 38% to 40%, reflecting lower costs for sulphur, a key input in the production of the group's products.

Last but not least, the Power Generation Group also reported revenue growth, up an impressive 83% in the year. Gross profit was $8 million, up 60% over the prior year. The higher gross profit reflected contributions from the various international projects as well as initial contribution from the LCRA project, which Laurie referred to earlier.
     
 

A key performance measure for Marsulex is cash flow. Because of the Company's conservative depreciation policies, we have historically generated cash flow from operations well in excess of our earnings. 2006 was no exception with consolidated cash flow from operations of $42 million before working capital changes, and $62 million after working capital changes.

Capital expenditures for 2006 were $43 million, of which $10 million was maintenance capital. Annual maintenance capex is typically in the $11- $12 million range. We fell short of planned expenditures in 2006 but expect some spillover into 2007.

   
 

Last week we announced our first quarter 2007 results.

     
  It was a strong start to the year. Consolidated revenue was up 46% to $68.5 million (from $47 million in Q1-06), and gross profit was up 39% to $23.9 million compared with $17.2 million a year earlier.. EBITDA for the first quarter was $14.5 million, which was 39% higher than last year.
     
 

You will note that in the first quarter we made a number of changes to our policies and presentation upon adoption of the new accounting standards for Financial Instruments. Although these changes were not significant to our overall financial results, I was disappointed with the direction that these new standards take. Consistency, comparability and transparency are all critical measures we employ in reporting our financial results to the investment community.

     

I believe these changes have resulted in less transparency of reporting and less comparability of our financial results. Be forewarned that more changes are in order as Canadian Standard setters have proposed a full migration to International Financial Reporting Standards by 2011.

Let me now return to the segmented results for the quarter.

     
 

Petcoke Services and the Montreal expansion drove revenue increases for the first quarter resulting in EBITDA of $13.3 million for the Industrial Services Group compared with $7.5 million last year. The Toledo acid regen business also performed well and Stablex reported higher revenue and gross profit, of approximately $1 million from short-term remediation projects.

 

The CN Rail disruption had a negative impact of approximately $0.4 million on Western Markets' results. Lower sales of sulphur enhanced and sulphides products were partially offset by higher sales of water treatment chemicals with a higher than normal start to the spring run-off.

The Power Generation Group continued where it left off in 2006 with Q1-07 gross profit of $1.9 million, (up from $1.4 million last year), and EBITDA of $0.9 million compared with $300,000 in 2006. The increase was again due to project activity, primarily LCRA.

   
 

The strong operating results have left our balance sheet in good shape. In order to create some additional flexibility to grow the business, we embarked on a refinancing of our credit facilities in early 2007.

The refinancing was completed in early March with the signing of an amended credit facility of $205 million, a new five-year term and a $70 million Revolving Term facility. The March 1 opening interest rate on the facility was 6.2%.
     

The proceeds of the amended facility, together with $34 million of available cash, were used to redeem the Senior Subordinated Notes, leaving us with an undrawn balance of $66 million. The balance at the end of the first quarter stood at $70 million.

     
 

In a nutshell, this new facility not only reduces our cost of capital, but provides us with additional flexibility to expand the business through organic growth and acquisitions. Additional acquisition capital of up to $75 million is now available from our bank syndicate.

   
  At March 31, 2007 our long-term debt stood at $171 million and net debt at $163 million. Net debt adjusted to EBITDA was 2.6 times, which is expected to decrease with the full year's contribution from Petcoke Services and the Montreal expansion.
     
 

Another indicator of the Company's sustainable performance was the Board's decision to adopt a dividend policy whereby Marsulex will pay regular quarterly dividends at an annualized rate of 60 cents per common share. The first payment of 15 cents per share was made last week. We distributed dividends totaling approximately $4.9 million to our shareholders at that time.

     
 

On a final note, the financial success of our Company is driven from the dedication of our employees and directors, and partnerships with our customers, our suppliers, and other stakeholders. As your Chief Financial Officer I would like to draw special attention and thanks to the Marsulex finance team, some of whom are in the room today, and to our bank syndicate and other advisors who have helped us to make Marsulex a better business that drives value to our shareholders

     

I'll now hand the presentation back to Laurie.

   

Laurie Tugman, President & CEO

Thank you, Bill.

     
  As I said at the outset, we will look back on 2006 and see that it marked the beginning of Marsulex's transition into a broadly based industrial services provider. It may also mark the time at which we were able to begin to deliver tangible returns to shareholders in the form of regular dividends without restricting our ability to pursue our growth objectives.
     

We acknowledge, however, that large projects such as Fort McMurray and the Montreal expansion take several years to contribute to the bottom line, and acquisitions, while they may deliver more immediate returns, cannot be pursued in haste.

Marsulex is now financially strong enough to invest in future growth and provide cash returns to shareholders.

We're confident about the future.
     
 

There is no doubt that our strategy to develop Marsulex into a broader industrial services provider is working, and that our special expertise in environmental compliance services is a segment that offers attractive opportunities. Our compliance solutions, most of which convert waste streams into saleable, useable by-products, make business sense, and environmental sense. First and foremost, however, they must meet the needs of our customers, and because they do, we have valuable, long-term relationships that are a cornerstone of Marsulex.

     

As I mentioned earlier, it is these existing relationships that will help us to drive organic growth. We have proven we can operate compliance facilities safely and efficiently, and we have also demonstrated that we can invest in the assets needed to provide outsourced services.

We believe, therefore, that in terms of the oil refining industry, the need to expand capacity at existing refineries will open up new opportunities for Marsulex.

There will also be similar opportunities for the Power Generation Group. With one of the world's largest installed bases of wet flue gas desulphurization systems, a renewed focus on North America, and proprietary technologies for emission controls, the group is well positioned to take advantage of new emission control projects.

We will also continue to look for complementary acquisitions, such as Stablex and Petcoke Services that broaden our range of industrial services and our customer base. Our broader strategy and our increased profile mean we are getting to see most of the opportunities that are out there, but prices tend to be high at the moment. We will remain disciplined in applying our acquisition criteria and ensure that new businesses will provide an adequate return on capital that will add to long-term shareholder value.
   
 

To summarize,

•  We have successfully broadened our range of services and have a solid base of sustainable revenue and earnings.

•  We have broadened our customer base, through acquisitions such as Stablex and Petcoke Services, and in doing so have increased our access to new business opportunities.

     

•  We have proven our ability to execute large scale projects such as Fort McMurray and the Montreal expansion that are critical to our customers' operations.

•  We have added the people resources needed to deliver our services, and have committed additional spending to further training and development.

•  And finally, we are achieving growth in shareholder value, as measured by our new dividend policy and the stock price. On the latter, I believe our strong operating results and the successful start up of two major projects have proven to the market that we can deliver sustainable earnings and execute major projects, and that the price now reflects a new level of confidence.
     
  Thank you for your attention.