EnWave Corporation (ENW) Earnings Call Transcript & Summary

Hello, and welcome to the EnWave Corporation 2022 Annual General Meeting. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to John Budreski. Please go ahead, sir.

Thank you very much, Kevin. Good morning, everyone, and welcome to the 2022 Annual Shareholder Meeting of EnWave Corporation. My name is John Budreski, and I'm the Executive Chairman of EnWave. Before we commence the formal business of the meeting, I'd like to provide some opening remarks. Firstly, we are again holding this meeting by way of a video conference call. Corporate governance legislation used to require that annual general meetings had to be held in person. But with the onset of COVID, that requirement was relaxed to allow for virtual and conference call AGMs. We've now done this twice and we're starting to like this format. Without the requirement to be in Vancouver, it allows for attendance from anybody, pretty much anywhere. Our shareholder attendance has gone up by multiples. While the cost of holding a video call is slightly more than renting a room and providing food and beverages, the cost on a per attendee basis is substantially reduced. So unless the legislation causes us to return to an in-person format, it's highly likely that you will be seeing EnWave continue with this approach. So we thank you for your forbearance and for dialing in or logging in today. Just like last year, our shareholder meeting will comply with applicable legislation, followed by a presentation from EnWave's CEO, Brent Charleton. I want to first advise on this call is Brent Charleton, EnWave's CEO; Dan Henriques, our CFO and COO of NutraDried; and [ Christine Gregory ], Secretary for the meeting. Mita Garcia, who is with Computershare, is the scrutineer and the independent person in charge of the vote counting and other related responsibilities is also on the call. Let's first start with an overview of the process for this meeting. Each attendee today should have registered their attendance with a Computershare representative prior to joining the platform for the purposes of registration and recordkeeping in order to enable them to prepare their scrutineer's report for this meeting. The primary difference between this virtual format in an in-person meeting is the stratification of the shareholders into 2 groups being registered and nonregistered shareholders. To be a registered shareholder, your shares need to be registered in your name. Everyone else is nonregistered, sometimes called beneficial shareholder, which means that you almost certainly have your shares held in a book-based system at your bank or brokerage firm. There is a nuance here, being on a registry at your bank or a broker's office does not necessarily mean that you're a registered shareholder for the purpose of this meeting. Registered shareholders are almost always those who have their name on an individual certificate. These are a very small subset of the shareholder group. So here's the big difference. Registered shareholders get to speak and if desirable, enter or change their votes while attending this meeting. Nonregistered shareholders are only permitted to listen and watch. It is expected that the nonregistered shareholders attending this meeting have already registered their voting preferences in advance with the formal business of this meeting through their brokerage firm or bank. If any nonregistered shareholder wishes to raise a question or comment during the formal part of this meeting, I will be pleased to speak with them on a one-to-one basis afterwards. You can call me at (416) 930-0914. All shareholders being registered or beneficial in attendance should be on by now or soon will have spoken directly with Computershare representatives. Any registered shareholders present who have -- who had either not voted or wish to revoke a previously cast vote in order to recast their vote at this meeting today, should have completed this process with Computershare while registering to join the meeting. In addition, since voting on this platform cannot be by a show of hands like we would do in an in-person meeting, for each motion today, valid proxyholders and registered shareholders will have voted in advance. So let's kick things off. With the consent of those present, I will now act as Chairman of this meeting, and I will now call the meeting to order and call upon [ Christine Gregory ] to act as Secretary of the meeting. Computershare Investor Services, through its representative, Mita Garcia, will act as scrutineer for the meeting. As mentioned, once we've completed the formal business meeting, Brent Charleton, CEO of EnWave, will give a brief business presentation and you can ask questions then. As would be the case at an in-person shareholder meeting, only registered shareholders and valid proxyholders are permitted to comment on any of the proposed motions today. [Operator Instructions] We will address your comments live on the platform. So moving on. The notice calling the meeting of shareholders and describing the matters to be considered today was mailed on February 28 to all shareholders of record on this -- all shareholders of record of EnWave effective February 14. The declaration of this mailing will be available for inspection by any shareholder who request it and will be retained with the EnWave's records. In accordance with the corporate statutes and bylaws governing EnWave and to make it simple, I will propose all motions, Brent Charleton will move these motions and no seconder will be required. Will someone move that the reading of the notice and statutory declaration be dispensed with?

I so move.

We will wait for a few seconds for comments from registered shareholders.

There are none.

There are none. So since Computershare has tallied the votes for all motions today in advance, and they have advised me that today's vote is in favor of the motion, accordingly, the motion is carried. I will now ask Computershare to report on the results of the preliminary scrutineer's reports for today's meeting. So Mita, over to you.

Okay. Thank you. The preliminary scrutineer's report indicates there are present at this meeting, in person or represented by proxy, 151 shareholders holding a total of 18,212,728 shares. This represents approximately 16.5% of the company's issued and outstanding shares. On the basis of the foregoing, there is a quorum present.

Okay. Mita, thank you. And I understand that percentage is a little higher than last year. So small but good progress there. The final report will be on attendance -- the final report on this attendance will be retained with EnWave's records. Notice has been given as required by applicable law, and as a quorum is present, this meeting is properly constituted for the transaction of business. I've been advised by Computershare that the proxies deposited for this meeting have been voted overwhelmingly in favor of all of the formal business matters to be voted on today. Our first item of business will be the approval of the minutes of the last shareholder meeting held on March 19, 2021. A copy of these minutes will be available for inspection by any interested shareholder who request that a copy be provided to them. Will someone move that the reading of the minutes of the shareholder meeting held on March 19, 2021, be deposited with and that they will be adopted and approved as presented?

I so move.

A brief break. Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. I now place before the meeting, EnWave's audited consolidated financial statements for the fiscal period ended September 30, 2021, together with the auditor's report thereon. These financial statements were mailed to each shareholder who requested a copy and were filed on SEDAR. Will someone move that the reading of the financial statements and the auditor's report be dispensed with?

I so move.

A brief pause. Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. Our next item of business will be the fixing of the number of directors. Will someone move the fixing of the number of the directors of the corporation at 7 for the ensuing year?

I so move.

Okay. Another brief pause. Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. Our next item of business will be the election of the directors of EnWave. Management has nominated the following directors: Brent Charleton, Mary Ritchie, Dr. Stewart Ritchie, Stephen Sanford, Patrick Turpin, Pablo Cussatti and myself, John Budreski. Will someone move the nomination of these 7 persons as directors of EnWave to hold office until the next Annual General Meeting or until their successors are elected or appointed?

I so move.

Again, a brief pause. Computershare has advised me that today's vote is in favor of this motion, that there are no further nominations accordingly. The motion is carried. As there are no further nominations, will someone move that the nominations for the election of directors be closed?

I so move.

Brief pause. Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. The next matter to be dealt with is the appointment of the auditors of the corporation. Will someone move the appointment of PricewaterhouseCoopers LLP as auditors of the corporation until the next Annual Meeting of Shareholders, that the directors be authorized to fix the auditor's remuneration?

I so move.

Okay. Brief pause. Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. EnWave is requesting that shareholders pass an ordinary resolution reapproving its existing rolling 10% stock option plan. As detailed in the circular mailed for this meeting, this plan has previously been approved by shareholders. And under TSX Venture Exchange policy, it must be approved and ratified by the shareholders on an annual basis. The plan is available for review under EnWave's profile on SEDAR. The exact text of the shareholder resolution required to be passed today is set out on Page 31 of the circular. Will someone move the adoption of the full text of the shareholder resolution set out on Page 31 of the circular, approving EnWave's stock option plan?

I so move.

Okay. Another brief pause. Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. As all of the formal business of the meeting has now been concluded, will someone move to conclude the meeting?

I so move.

Brief pause. Computershare has advised me that today's vote is in favor of this motion. Accordingly, the motion is carried. The formal business of the meeting has now concluded. Thank you all for attending. And now Brent Charleton will provide a brief presentation on the state of affairs of the corporation. Brent, over to you.

Thank you very much, John. A lot of positive momentum that's building behind the curtain in both of our business units, and I look forward to reviewing the recent performance of our company and the outlook moving forward. I'll be taking questions as John mentioned at the end of the summary presentation, if any registered shareholders wishes to ask. So before I begin, please note our disclaimer concerning today's presentation and discussion, I will be provided -- providing several forward-looking statements and suggest that all participants review our risk factors in our AIF dated September 30, 2021, filed on SEDAR. EnWave's vision is to be the preferred advanced drying technology and solutions provider for both food and cannabis companies globally. Our patented vacuum microwave technology has been proven at commercial scale; is protected by a robust intellectual property suite, including 20 patent families; distinct know-how and trade secrets. The value proposition of our tech is material and as a result, we have been successful in implementing a licensing royalty business model. Our distinctive excellence is that we offer the most scalable and reliable vacuum microwave machinery in the market and that we apply our thorough understanding of this process as it applies to specific food and cannabis applications. Vacuum microwave technology, when perfected, offers compelling advantages over incumbent drying technologies. Fiscal 2021 was the best year for our EnWave business unit in the history of the company, while NutraDried was in recovery mode. I'll now move to some more pertinent business unit specific updates starting with the EnWave business segment, followed by NutraDried. We signed 14 new commercial license agreements and received 540 kilowatts of REV machinery purchase orders, including 4 large-scale units and 14 10-kilowatt machines. Of the orders we received, 4 were repeat orders from existing license partners and 3 were consummated by third-party machine resellers, demonstrating that our strategy to develop a hybrid sales structure is working. Of the new CLA signed, 2 were with major companies in the U.S. cannabis industry. We also signed a strategic global partnership with Dole to develop innovative nutrition solutions, which is maturing nicely. We generated record revenue, $13.9 million; adjusted EBITDA, $3.3 million; net profit, $1.2 million; and gross margin at 51%. That momentum in fiscal '21 continued in Q1. We recorded the highest third-party quarterly royalties ever in Q1. Our improved royalty revenue contributed to $4.3 million in revenue, $1.1 million EBITDA and most importantly, $600,000 in net income. We also generated a 60% gross margin in Q1 due to the strategic redeployment of machinery to our U.S. cannabis partner in Illinois. We expect that our gross margin to contract through their next 3 quarters to the mid-40 percentile, as we don't have any additional large-scale machines to strategically purchase and redeploy at healthy margin. In regards to machine start-ups, we continued to commission 10-kilowatt machines remotely with 3 new units coming online, and we finished the installation of the first 120-kilowatt line at our cannabis partner in Illinois, which they have been using consistently for the production of all of their cannabis products since start-up. We also secured new repeat purchase orders from Dairy Concepts based in Ireland, another 10-kilowatt, their second; and a second 120-kilowatt machine for an Illinois cannabis licensee; and also signed 2 new TELOAs, Technology Evaluation License Option Agreements. The most interesting was a company called PiP International based in Lethbridge, Alberta for the drying of high-value pea protein isolate products. We expect that this will pick up steam, this project, in the spring as we intensify our collaboration and development efforts. One of our primary goals is to materially grow a diversified portfolio of royalties paid to us by our licensed partners. After a stagnant fiscal 2020, we have seen solid compound annual growth in our base third-party royalties and an improved top-up amount paid by certain licensees to maintain certain exclusive rights within their licenses. With many more large-scale REV machines set to be commissioned soon, we expect third-party royalties to continue to grow. Our distinctive excellence previously mentioned has allowed us to consummate 38 royalty-bearing licenses to date with food manufacturers, including Dole, which I mentioned, a household name that we're all familiar with; Calbee, the largest snacking company in Japan with global presence; PepsiCo through their Bare Snacks brand, among many other emerging and established brands. Many of these companies have the potential to purchase multiple large-scale REV machines from us and we expect several to convert from 10-kilowatt units to large machinery this fiscal year. Our pipeline is full, and we can see an influx of orders for the next 2 quarters. Our partners have also been recognized for their innovations. BranchOut Foods, a family-owned business in Oregon, whose mission is to bring the most nutritious plant-based products to market, has launched Avocado Chips, Blueberry Powder and Chewy Banana snacks, along with other snacks and powders into the U.S. market. In 2021, the Chewy Banana Snack won a small business innovation award at the Sweet & Snacks Expo. Another one of our partners, Responsible Foods, is a snack company that launched Naera, a brand that's rooted and embedded in Iceland. Naera uses no baking, frying, air drying or freeze drying so they use less energy than typical snack production processes to create cheese and yogurt snacks. In 2021, at the World Dairy Innovation Awards, Naera won Best Dairy Protein Product for its Icelandic Cheese Snack. It received high commendation for its yogurt snack and was nominated for Best Brand or Business. Quite admirable accomplishments. In the cannabis industry, we currently have 10 licensees using our tech, and we sold 3 120-kilowatt units in the past year to U.S.-based companies alone. Our largest and most present opportunity in the cannabis market is the highly fragmented U.S. market. I believe that we are on the cusp of securing several new machine orders following recent technology demonstrations and subsequent product analysis. A domino effect here is realistic to anticipate. We're also seeing increased demand for GMP machinery for the Australasian and European markets. We've had success this past year selling multiple 10-kilowatt GMP units and think a large-scale GMP sale could be on the horizon. We firmly believe that REV technology should dominate drying in this market due to the quantitative data and qualitative feedback we generated over the past year via collaborations with established producers. The independently-generated data shows that REV keeps 25% more THC than traditional rack drying, 25% more total cannabinoids and 20% more total terpenes. As you can see on the slide, the color is vibrant and the dried product is shown here, which certainly has impressed users and evaluators of our technology. And if you look closer, the trichrome structure, the little white beads that you see there, if you're not familiar with that term, looks exactly like a room or rack dried product and what the industry expects. We're seeing growth in the number of both food and cannabis licensees, as you can see on this particular chart. Since taking on leadership within EnWave with our team in 2018, we've more than doubled the number of royalty-bearing licenses in our portfolio, and we anticipate continued growth this year, and we're targeting another 8 large-scale orders still, 60% to 70% expected to come from existing license partners in the latter half of fiscal 2022. In anticipation of an influx of potential purchase orders, we're addressing supply chain challenges upfront. We've had several suppliers of critical componentry inform us of both price increases and lengthened lead times. We are increasing our prices in turn, but the lengthened lead times have encouraged us to make critical investment decisions now in order to meet the demands of our current and future royalty partners. We decided to move ahead with the $990,000 commitment to complete the fabrication of 2 partially built 120-kilowatt machines that we purchased back from TGOD a few years ago. One has been sold already to Orto Al Sole, a partner of ours in Italy, and the other will likely go to another food or cannabis prospect in the near term. Given these supply delays and our confidence in our pipeline, we also plan to build 2 additional 120-kilowatt machines on spec. The spending schedule is somewhat consistent through the fabrication process so we can spread out the expenses likely for the next 6 to 8 months. Our goal is to confirm orders for these 2 units prior to completion and then begin to build on spec again for the next round of potential orders. We've also increased the level of inventory we have on hand in order to support our current partners, which will certainly allow for us to shorten the time from providing additional componentry when needed. We've also recently invested in the improvement of our EnWave brand by recently rolling out a fresh set of graphic treatments and story-based content to better sell the value proposition of our patented technology. In our new materials, we are emphasizing our role as a solutions provider and not just a technology purveyor. Our brand story will be told with authenticity and consistency across all of our marketing collateral. In the cannabis sector, this past year, we had several marketing highlights worth noting. We published a white paper regarding the preservation of terpenes through the use of REV technology in cannabis that earned over 1,800 views and led to some material conversations for potential commercialization. We continued to build our content library, collecting more than 1,000 high-res photos of finished product and machines in action. We exhibited for the first time ever at MJBizCon in Las Vegas to develop our U.S. business. And lastly, we created an integral video, profiling the large-scale installation at The Green Organic Dutchman's facility in Ontario, which has led to more than 3,000 views on YouTube thus far. Our marketing efforts to drive new food business this past year included the launch of REVworx earlier this month and with several planned efforts forthcoming to garner new business for this service that we are now offering. We also specifically targeted industry associations to promote snacking innovation through the use of REV tech. We published new case studies and technical content and collaborated more closely with several of our license partners to co-market each other's wares. With the launch of REVworx having recently occurred, we've been busy running line trials and have planned efforts to pursue our SQF certification, which is safe quality food, a very well-recognized standard within the larger CPG space, within 3 months. All major equipment is now in place, which I'll show you in the next slide, and our first-line trial was for frozen tempeh products, which was very successful. The second plan is for frozen blueberries and we also plan to drive instant ramen for our current partner, Yamachan, in the coming months as well as several fruit snack products for a current large license partner in April. With COVID protocols lightening and more companies wanting to visit us now, REVworx will be our showpiece, the gem of our innovation center. Comments received from [ Cytec ], one of our -- our Australian reseller who recently visited us in Vancouver and is very experienced working with other OEMs, really emphasized the professional image that we projected and that feedback was welcomed, and I think we're on the right track in terms of furthering the commercialization of REV through this effort. REVworx is now being promoted as the first vacuum microwave tool manufacturing facility of its kind anywhere in the world. We will be leveraging our trade publication contacts, third-party machine resellers, aforementioned, including [ Cytec ] and industry partners to promote this service ongoing. This particular slide shows you the facility itself. So on the top left, we have one of our 10-kilowatt units installed for smaller production runs, for initial proof-of-concept entry into the market or focused group testing. And then the top right shows our continued 60-kilowatt line with several employees preparing for that frozen tempeh dehydration line trial, which you can see on the bottom right. And then lastly, bottom left shows both machines together. So as you can see, we have a food grade facility up and running, ready for servicing companies, both big and small on a go-forward basis. I'll now move to the NutraDried business unit, and I can confidently say that regardless of its weak performance in Q1 and back into fiscal 2020, 2021, NutraDried is positioned well to return to profitability later in '22 and into 2023. NutraDried currently has 2 100-kilowatt REV lines in operation, currently running at about 35%, 30% utilization rate, and we expect that use rate to increase through the rest of this year based on recent distribution wins and also certain new innovative product opportunities. If both lines were to be fully utilized, about USD 40 million of product can be produced per annum. NutraDried served its initial purpose, which was to prove out REV technology at scale and derisk adoption decisions. It evolved into a compelling high-growth snack brand through 2019 and went through a tough time in 2020, 2021, which we're all aware of. We restructured the business in February 21, hired a new CEO with the right mindset and are now set up for a return to stability and growth in the latter half of this year, supported by new product launches and of course, like I said, distribution wins. That distribution is set to grow materially starting in the second half of fiscal '22, driven by a few different specific opportunities, including 3 SKUs going into all 2,200 Kroger stores, the national distribution of our new Sticks product line in Whole Foods, and most recently, we received confirmation that we'll be distributing the Sticks product also in a select group of Walmart stores at the tail end of this year, among others. Immense interest for this particular Sticks format is present, and we're working on some material club opportunities that we hope to confirm in the relative near term. Further, with this diverse distribution that our current executive management team has built out and it continues to grow, there's no material customer concentration at NutraDried any longer with all under 12%, respectively. Our executive team at NutraDried are focused on driving growth by building up core grocery distribution, the aforementioned innovation with the launch of Sticks, expanding our e-commerce presence, a heavy-up marketing investment, growing our bulk sales in both North America and exportation, winning new private label business, which is different from the bulk sales orders and other co-packing deals, which our sales team in EnWave are collaborating with the sales group down at NutraDried to win, to bring into our business. As I said, NutraDried was not only -- was a proof of concept for our technology at scale, but it also was proof of concept for a vacuum microwave dried cheese snack product. And so from the success of NutraDried, that led to many of our prospects moving forward and launching their own dry cheese snacks lines internationally in multiple international markets. And as you can see on this particular slide, we have representations from Iceland, throughout Europe, South America, Australia, and this is a snapshot. There are more that are set to be launching this year under different brand names and under different formats, which we're looking forward to. Another step forward in growing our diversified royalty portfolio. So as I summarized earlier today, our Q1 performance at -- in the EnWave business unit was quite strong. NutraDried's was not, but we expect steady improvement through the rest of the year for the aforementioned reasons. On a consolidated basis, our gross margin improved significantly in Q1 to 43%. As I mentioned, our royalty revenue was healthy and is expected to be strong throughout this year and beyond. And our consolidated revenue is expected to call it, catch up, in the latter half of this year. We have a strong balance sheet and intend to put cash to work, buying longer lead time components to ensure we have machines available in a timely fashion and to support certain promotional opportunities with NutraDried, i.e., potential large club promotions. Our focus moving forward in fiscal '22 will be to drive new deals for it, get them across the goal line, securing multiple new large-scale machine purchase orders, which is absolutely critical to the EnWave business, and supporting our NutraDried team as significant new distribution begins for Moon Cheese. We are targeting consolidated positive adjusted EBITDA in fiscal '22 and have a great chance of achieving this, if our large-scale machine sales targets are met and Moon Cheese sales in the latter half of the year meet expectations. We have many food and cannabis deals close to the decision points, and we're commissioning several, as I mentioned, large new machines in the near term, which are expected to drive immediate royalty growth and were cashed up to support strategic inventory build, to alleviate supply chain challenges and meet our customers' and partners' needs within both units. So with that, I'll now pause to take any questions submitted by our present shareholders. Thank you. I'll wait a few moments. Okay. And seeing no questions being posed today for this presentation, as John mentioned at the beginning of his statements, our entire executive team are readily available to answer any further queries on a one-to-one basis. Please reach out to us either through our cellphones available on the website or e-mails, and we will answer accordingly. Thanks very much.

Thank you. You may now disconnect your lines. We do appreciate your participation today.