DIRTT Environmental Solutions Ltd. (DRT) Earnings Call Transcript & Summary
May 9, 2024
Earnings Call Speaker Segments
Operator
operatorHello, and welcome to the Annual Meeting of Shareholders for DIRTT Environmental Solutions Ltd. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Ken Sanders. Mr. Sanders, the floor is yours.
Ken Sanders
executiveThank you, Louis. Good morning, everyone. I will ask that this meeting come to order. My name is Ken Sanders, and I'm the Chair of the Board of Directors of DIRTT, and I will act as the Chair for today's meeting. On behalf of DIRTT, I welcome all of you to DIRTT's 2024 Annual General and Special Meeting of the shareholders. As you may have noticed, this year's meeting is a virtual meeting. As always, registered shareholders and duly appointed proxy holders will be asked to ask questions and vote provided they comply with the requirements set out in the company's proxy statement. After some brief introductory comments, I will open the official business meeting. After voting concludes on the proposed shareholder resolutions, our CEO, Benjamin Urban, will provide an update on company's progress since our 2023 AGM. I would first like to take the opportunity to introduce you to all of the members of DIRTT's Board of Directors who are here with me today, either in person in Calgary or virtually. They include: Douglas Edwards; Aron English; Shaun Noll; Shally Pannikode; Scott Robinson; Scott Ryan; Benjamin Urban, who also serves as our Chief Executive Officer and is shown on the screen. Also, I'd like to introduce to you the members of the DIRTT executive leadership team who are here with us today. All of them are participating in person. In addition to Benjamin, we have Fareeha Khan, our Chief Financial Officer; and Rich Hunter, our Chief Operating Officer. All of them are pictured on your screen. I'd also like to offer a special welcome and acknowledgment to Shally Pannikode. Earlier this spring, Shally joined our Board, bringing extensive experience as a technology executive in health care. Her leadership in digital innovation and data analytics has already added valuable and powerful perspective to the DIRTT Board. Although she has been on our Board only a couple of months, she's a fantastic leader, super thoughtful, a great role model, and we're really thrilled to have her at the table. Okay. So now we will proceed with the official business meeting. This part can be a little dry, so hang in there, but it's important that as a public company, we follow official protocol and comply with all the relevant regulations. So therefore, in accordance with the bylaws of DIRTT, I appoint Fareeha Khan to act as the Secretary for today's meeting, and the representatives of Computershare Trust Company, who are also joining us online today, to act as the scrutineers. For this year's meeting, we again use notice and access as our method of communicating with shareholders. Access to the meeting materials, including the notice of meeting, management information circular and proxy statement and form of proxy were made available to shareholders on or about March 28, 2024. The declaration of mailing is available for inspection by any shareholder upon request. And I would ask that the Secretary file a copy of such with the minutes of today's meeting. I've been advised by the scrutineers that a quorum has been met for the meeting. The scrutineers' report is available for inspection by any shareholder. And again, I would ask that the Secretary file a copy of such along with the minutes. To facilitate the timely completion of the formal business, arrangements have been made with certain shareholders to move and second the motions to be considered. We will conduct the votes on all matters before us by ballot. The online ballot is now open for all resolutions. You can choose to vote on each resolution now or wait until the conclusion of the discussion on each resolution prior to voting. If you have already completed and returned your form of proxy or voting instruction form, it is not necessary for you to do anything. However, if you wish to change your vote and are permitted to do so, you may do so by voting online now. With all of that said, I declare today's meeting regularly called and properly constituted for the transaction of business. The first item business is the tabling of the 2023 audited financial statements of DIRTT and the audited -- auditor's report thereof, which were published at the end of February 2024. Shareholders are not required to approve the financial statements. However, management is available today to answer any questions concerning the financial statements and the auditor's report. The next item of business is the election of the directors of DIRTT. As noted in the management information circular and proxy statement, each director will be elected individually and not as a slate. Eight individuals are to be elected, each to hold office until the next meeting of shareholders or until such person's successor is duly elected or appointed. The director nominees are: Douglas Edwards; Aron English; Shaun Noll; Shally Pannikode; Scott Robinson; Scott Ryan; Ken Sanders; and Benjamin Urban, all of whom you can see on your screen. May I have a motion for such business?
Fareeha Khan
executiveMr. Chair, my name is Fareeha Khan, and I move that the eight nominees who received the greatest number of votes be elected as directors of the company to hold office until the close of the next annual meeting or until their successors are duly elected or appointed.
Ken Sanders
executiveThank you, Fareeha. Is there a second?
Shawna Mason
executiveMr. Chair. My name is Shawna Mason, and I second the motion.
Ken Sanders
executiveThank you, Shawna. Is there any discussion on this motion?
Fareeha Khan
executiveMr. Chair, we have no questions at this time.
Ken Sanders
executiveOkay. As there is no further discussion, we will now proceed to vote on this motion by way of ballot. If you are voting online, please complete your ballot now. And we will pause just a bit to allow that process to conclude. [Voting]
Ken Sanders
executiveIn order to use our time efficiently, however, we will now proceed to the next item of business. Our expectation is that we will announce the results of all ballots at the conclusion of the meeting right away. The next item of business is the appointment of the company's independent registered public account firm. The online ballot is also now open for the resolution relating to the appointment of the public accounting firm. May I please have a motion for such business?
Shawna Mason
executiveMr. Chair, I move that PricewaterhouseCoopers LLP be appointed as the company's independent registered public accounting firm to hold office until the close of the next annual meeting at such remuneration as may be determined by the Board of Directors.
Ken Sanders
executiveThank you, Shawna. Is there a second?
Fareeha Khan
executiveMr. Chair, I second the motion.
Ken Sanders
executiveThank you, Fareeha. Is there any discussion of this motion?
Fareeha Khan
executiveMr. Chair, we have no questions at this time.
Ken Sanders
executiveOkay. As there is no discussion, we will now proceed to vote on this motion by way of ballot. Again, if you're voting online, please complete your ballot now. [Voting]
Ken Sanders
executiveThe next item of business is the approval of the second amendment to the company's long-term incentive plan and shares reserved for issuance thereunder. The resolution must be approved by a simple majority of votes cast. The online ballot is now open for the resolution relating to the amendment to the long-term incentive plan. May I please have a motion to approve this resolution? And I would ask the mover to read out the resolution.
Fareeha Khan
executiveMr. Chair, I move that the resolutions on Page 15 of the management information circular and proxy statement be authorized, confirmed and approved.
Ken Sanders
executiveThank you, Fareeha. Is there a second?
Shawna Mason
executiveMr. Chair, I second the motion.
Ken Sanders
executiveThank you, Shawna. Again, is there any discussion of this motion?
Fareeha Khan
executiveWe have no questions at this time.
Ken Sanders
executiveOkay. As there is no discussion, we will now proceed to vote on this motion by way of ballot. Once again, if you're voting online, please complete your vote now. [Voting]
Ken Sanders
executiveOkay. Thank you to everyone who has participated in the formal business of today's meeting. The polls are now closed, and I am advised by the scrutineers that all proposed motions have passed. The final voting results will be available on the company's website and on SEDAR and EDGAR later today. We're now going to switch gears a bit and I'd like to introduce our CEO, Benjamin Urban, who sits on my left, who will now give a brief presentation on DIRTT's progress since last year's AGM. So Benjamin, over to you.
Benjamin Urban
executiveThank you, Mr. Sanders. I'd like to take a moment to reflect on the success of last year, which as detailed in our recent Q1 earnings release, demonstrates some of the highest revenue, EBITDA margins and gross margins that we've seen at DIRTT. Without our valued customers, we would not have been able to accomplish this, and I'd like to start out by acknowledging some of the most recognizable companies in the world that we have delivered our solutions with across all of the vertical segments we participate in. The primary 4 vertical markets that we provide solutions for is the commercial, the healthcare, the government and the education sectors. I'll also share some specific project case successes with some of these listed companies shortly. Starting with, I'd like to thank just some of our commercial customers such as JPMorgan Chase as well as Citibank, Visa. Louis, next slide, please. Additionally, health care clients -- one more slide, please. There we go. Health care clients such as Blue Cross Shield -- Blue Cross Blue Shield and the [ Mayo Clinic ]. Next slide, Louis. The government sector with customers such as NASA as well as the USGS. One more slide and education customers such as Brown University and Purdue University. Next slide. I'd also like to thank our valued partners. The method with which we interact with these customers is through these construction partners. With 144 locations now across North America, we've added 20 new partners in the last year as well as updated 15 new partners or Experience Centers. Our partner base continues to grow and diversify. Next slide, Louis. I'd also like to thank some of our top performing partners. Over the last year, there are 3 that I'd like to celebrate, specifically Alfred Williams & Company, COR and dear to my heart, AGILE INTERIORS. Next slide. I'd also like to extend congratulations to our brand-new partners and our partners that have expanded geographically within their investment over the year, such as Action Office, Empire Office, NGI and Contemporary Office Interiors. Next slide, Louis. As I had mentioned previously, some project-specific case studies that I'd like to share with some of our leading customers. I'll start with the commercial client with Visa in Atlanta. And they're our construction partner, their local CWC. As the preferred partner for Visa nationwide, they utilize all of our [ solutions ] nationally. On this particular project, it was roughly 150,000 square feet in one of the largest field offices. We are also nearing completion on their HQ of Mission Rock in San Francisco. And it's been a pleasure watching them continue to challenge how interior construction is delivered. Louis? A marquee health care client of ours, Jefferson Health System and our partner, ForBuild that delivered this is a multistory tower in Philadelphia and a fantastic representation of the successful deployment of all of our solutions that tracked an aggressive construction schedule and pioneered a new standard of construction method for Jefferson. This innovative project has been the inspiration for many other health systems that are visited to influence their future projects as well. This is also one of the largest projects completed in Philadelphia last year. Next slide, Louis. In our government sector, Camp Pendleton military base in Oceanside, California through our partner Parron Hall. This is an interesting project that was actually highlighted in national news as -- where they replaced a previous facility that had not been updated in 50 years. This entirely new state-of-the-art facility integrated technology and future-proofing through DIRTT solutions with modular construction being a primary point of influence. Next slide, Louis. Within the educational vertical, Berea liberal arts college and through their strong historic relationships within Berea, that construction team has worked with DIRTT over many years, continue to influence their need for sustainability. And DIRTT was a prime choice for this new construction project. DIRTT's scope included many unique features, including branding and again, integrated technology to help elevate the educational experience. Louis, next slide. And lastly, the Google project in New York at St. John's Terminal, which was actually delivered through -- sorry about that, through Vantis, our partner in San Francisco. This unique project -- sorry about that, 13,000 New Yorkers called this transformational workplace home. And it's a bold, unique approach to redevelopment. Google took a 1934 rail terminal, cut it in half and actually transformed it into a bespoke workplace environment. The research showed that innovation is born from small tight-knit teams working together to do big things. So at St. John's Terminal, they've applied research about how Googlers work today to create a workplace that is designed around teams, first using DIRTT solutions as a primary form of interior construction. Thank you, Louis. So what's next for 2024? Building on a successful transformational year in 2023 positions us solidly for 2024, it will be through 5 initiatives that enable the successful growth. As we continue to diversify and grow our construction partners, while simultaneously investing in additional direct sales representatives as well as vertical business development experts is one key component. Additionally, we are pursuing additional accretive sales channels through strategic partnerships like our partnership with HKS, while further developing existing ones like the ones that we have with AI. Thirdly, our investment in product development and technology innovation has already proven returns on additional projects in 2024 and beyond, supporting our strategic initiatives to pursue environments we have not competed in historically. Adding these investments to our broader growth strategy has created the largest pipeline of projects under its history. Without the dedicated and passionate -- without the dedication and passion of our employees of our operations team, none of these successes or capacity for growth would be possible. In addition to their pursuit of zero defects, zero missed deliveries and zero recordable incidents, their commitment to operational excellence is readily apparent in our successful first quarter results, which would not have been possible without them. Lastly, we will be successful through investing in our people. From the factory floor to the office, our employees are our greatest asset. We have already witnessed the incredible achievements of our employees in getting us to this point in DIRTT's history. It will be through the continued investment in their development that is the most critical element in our journey excellence. We are at an inflection point of growth at DIRTT and see great things ahead. Thank you, everyone.
Ken Sanders
executiveAwesome. Thank you, Benjamin. That now concludes the formal business of DIRTT 2024 Annual General and Special Meeting of the Shareholders. Benjamin, Fareeha, Rich and I are now available to answer any questions. Okay. With no questions, that concludes today's meeting. Thank you, everyone, for joining, and we'll see you again next year.
Fareeha Khan
executiveThank you, Ken.
Benjamin Urban
executiveThank you.
Operator
operatorThis concludes the meeting. You may now disconnect.
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