FLYHT Aerospace Solutions Ltd. (FLY) Earnings Call Transcript & Summary
June 19, 2024
Earnings Call Speaker Segments
Operator
operatorThank you for standing by. This is the conference operator. Welcome to the FLYHT Aerospace Solutions Limited Annual and Special Meeting of Shareholders Conference Call. [Operator Instructions] During the meeting, there will be an opportunity for registered shareholders and duly appointed proxy holders who preregistered as outlined in the management information circular to speak to the individual items of business. [Operator Instructions]. I would now like to turn the conference over to Ken Jacobs, President and Interim CEO of FLYHT Aerospace Solutions Limited. Please go ahead, Mr. Jacobs.
Kent Jacobs
executiveGood morning, ladies and gentlemen, and welcome to the Annual and Special Meeting of FLYHT shareholders. My name is Kent Jacobs, I am the President and Interim CEO of FLYHT, and I will be acting as Chairman for today's meeting. Before we begin the formal business of the meeting, I would like to thank you all for joining us today. The Management Information Circular provided instructions for registered shareholders and proxy holders to preregister for the meeting in order to participate fully. [Operator Instructions]. Tell the operator that you wish to speak to the scrutineer, our operator will advise us as this, and we will pause the meeting for a few moments while you and the scrutineer are moved into a private call. [Operator Instructions]. In order to cover the required business in an efficient manner, we have prearranged with certain shareholders to move and second motions of business. This is in no way intended to discourage comments from the floor. On the contrary, should any registered shareholder or proxy holder who preregistered as outlined in the notice of meeting wish to speak on any matter, they are encouraged to do so when there is an opportunity to join the question queue as each item of business is presented. And please note, following the formal meeting, I will provide a brief update on some of the company's recent program. Gailyn, has anyone signaled with star zero.
Operator
operatorNo, Mr. Chairman, no one has signaled for assistance.
Kent Jacobs
executiveGreat. Thank you. This meeting will now come to order and with your approval, I shall ask Alana Forbes to act as Secretary for purposes of recording the minutes of the meeting. The first item of business will be the appointment of scrutineers. With the consent of the meeting, I shall ask Bart Wingerak of Odyssey to act as scrutineer. Odyssey has indicated that shareholders of record at the close of business on May 15, 2024, were mailed the notice calling this meeting, together with the accompanying meeting documents on May 29, 2024. Accordingly, with the consent of the meeting, I would propose to dispense with the reading of the notice, and I direct a copy of the notice and proof of service to be kept by the Secretary with the records of this meeting. I note that a quorum of shareholders is present at the meeting irrespective of the number of persons actually present if 2 shareholders or duly appointed proxy holders are present. I have received the preliminary scrutineer's report indicating that a quorum is present. It shows that there are 40 shareholders present or represented by proxy representing 11,48,635 common shares being 29.44% of the total issued capital. There were no eligible pre-registrants to the meeting who have not already cast their vote, and as such, all voting was conducted in advance of this meeting. As we proceed through the business of this meeting, we will announce the results of the advanced voting. The notice and quorum requirements having been met I now declare that the meeting is regularly called and properly constituted for the transaction of business. The first item of business is to receive and consider the financial statements for the year ended December 31, 2023, together with the auditor's report thereon. With the consent to the meeting and reading of such financial statements and auditors' reports will be dispensed with. Copies of the financial statements and the auditor's report thereon have been made accessible to each registered shareholder who has had an opportunity to review them, and no action is requested. The next item of business is to fix the number of directors of the corporation to be elected at this meeting to hold office until the close of the next annual meeting of the FLYHT shareholders. I will now ask someone to move and someone to second the motion in this regard.
Alana Forbes
executiveMy name is Alana Forbes, and I move that the number of directors to be elected at the meeting to hold office until the close of the next Annual Meeting of the FLYHT shareholders be fixed at 7 directors.
Flint Walters
executiveMy name is Flint Walters, and I second the motion.
Kent Jacobs
executiveThe motion is now open for discussion. [Operator Instructions]. We will pause a few moments while we wait for any questions on this motion. Based on the preliminary scrutineers' report, which consists of proxy votes and those votes cast online during the preregistration process, I declare the motion carried. The next item of business is the election of directors to hold office until close of the next annual meeting of the FLYHT shareholders. I will now ask for someone to move and someone to second the motion in this regard.
Alana Forbes
executiveMy name is Alana Forbes and according with the bylaws of the corporation and as detailed in the information circular, I nominate Brent Rosenthal; Douglas G. Marlin; Mary McMillan, Nancy Young; Paul Takalo, Peter Large and Lorne Sugarman be elected as directors of the corporation to hold office until the close of the next annual meeting of the FLYHT shareholders or until their successors are duly elected or appointed.
Flint Walters
executiveMy name is Flint Walters, and I second the motion.
Kent Jacobs
executiveThe motion is now open for discussion. [Operator Instructions]. We will pause a few moments while we wait for any questions on this motion. Based on the preliminary scrutineers' report, which consists of proxy votes and those votes cast online during the preregistration process, I declare the motion carried. The next item of business is the appointment of auditors for the current year. I will now ask for someone to move and someone to second the motion in this regard.
Alana Forbes
executiveMy name is Alana Forbes and I move that KPMG LLP chartered accountant. We hereby appointed as auditors of the corporation to hold office until the close of the next annual meeting or until a investor is appointed and that the directors are hereby authorized to fix their remuneration.
Flint Walters
executiveMy name is Flint Walters, and I second the motion.
Kent Jacobs
executiveThe motion is now open for discussion. [Operator Instructions] We will pause a few moments while we wait for any questions on this motion. Based on the preliminary scrutineers' report, which consists of proxy votes and those votes cast online during the preregistration process, I declare the motion carried. The next item of business we conducted today is to consider and if thought advisable, to pass an ordinary resolution to adopt and approve the Omnibus equity incentive compensation plan of FLYHT. The ordinary resolution approving the plan can be found on Page 10 of the information circular. With the consent of the meeting, I propose to dispense with the reading of the resolution in its entirety to proceed with approving by way of ordinary resolution of the shareholders, the Omnibus equity incentive compensation plan all is provided for in the information circular. I will now ask for someone to move and someone to second such ordinary resolution.
Alana Forbes
executiveMy name is Alana Forbes, and I move that the Omnibus equity incentive compensation plan as described in the information circular, be approved as the Omnibus equity incentive compensation plan of the corporation.
Flint Walters
executiveMy name is Flint Walters, and I second the motion.
Kent Jacobs
executiveThe motion is now open for discussion. [Operator Instructions] We will pause a few moments while we wait for any questions on this motion. Based on the preliminary scrutineers' report, which consists of proxy votes and those votes cast online during the preregistration process, I declare the motion carried. As there is no further formal business to be brought before the meeting, I will now ask for someone to move and second the termination of the meeting.
Alana Forbes
executiveMy name is Alana Forbes, and I move that the formal part of the meeting be terminated.
Flint Walters
executiveMy name is Flint Walters, and I second the motion.
Kent Jacobs
executiveYou have heard the motion and if there is no further discussion, I declare the meeting terminated.
Operator
operatorThe next portion of the meeting involves a brief update from Kent Jacobs, President and Interim CEO. An archived version of today's call will be posted on the Investor Relations section of FLYHT website, flyht.com as soon as it is available from the conference call provider. Before the brief update, we would like to remind everyone that certain statements made today may constitute forward-looking statements, and these statements reflect FLYHT's present expectations. Many factors could cause actual results to differ materially from the company's expectations. With that, I would now like to turn the call back over to Kent Jacobs.
Kent Jacobs
executiveThank you, Gailyn. It has only been 3 short weeks since we last provided an update. But during that time, our teams remain incredibly busy and they're laser-focused on executing on our key strategic edge and weather initiatives. This seems a good opportunity for me to update quickly on some of the key work that is being completed at this time. We have recently received our FCC certification of the AFIRS Edge, the planned version for the Boeing 737 NG aircraft, this is the second FCC approval for the planned version this year. We are now in a leadership position to provide the aviation industry's first wireless data and communication device with 5G capability on the 2 most popular aircraft type, the Airbus A320 and the Boeing 737. FLYHT can now shift the Edge units to Canadian Boeing 737 NG customers, while at the same time, begin familiarizing with Canadian FCC into other jurisdictions to enable worldwide distribution. This process will follow a similar strategy to that of the A320 where we are currently familiarizing the Edge to ADVA into Europe. Air North, our FCC partner for the 737 NG will be flying the AFIRS Edge as soon as their aircraft has completed its heavy maintenance check. At that time, we will be fully operational on the 2 aircraft types that we plan to first target. That's the Airbus A320 and the Boeing 737. We're also wrapping up the environmental deal 150 testing on the Edge+. The environmental testing on the AFIRS Edge+ has started, a couple of weeks ago was scheduled to be completed next week. The conclusion of the testing -- upon conclusion of the testing, the required reports will be compiled and released. This testing process forms part of the formal certification of the Edge+ and will let us proceed with our initial FCC for the Edge 4MCU version. Production of the FLYHT-WVSS-II sensors is on schedule, and we are in the process of building our first QAR-ready units now. These units will be used for environmental better to the deal 150 testing. The entire effort to refresh the design of the sensor is now complete, we are excited to be building these first units. We expect the installation of the sensors on Loganair, Embraer 145 fleet, which is in partnership with U.K. Met, to commence in Q4 of 2024. At this time, I would like to welcome Lorne Sugarman to the FLYHT Board of Directors and to extend a heartfelt thank you to Mike Brown for serving on FLYHT's Board and Governance Committee for several years. I'm looking forward to working closely with our just elected Board member, Lorne Sugarman. Lorne is the seasons -- senior technology executive with diverse experience in investment banking and principal banking. I know he will be a valuable addition to our Board and to our company. Mike Brown has provided his experience and unwavering commitment to slide over the many years he has been part of our organization. I'm deeply grateful that the guidance he has provided to our team going back to 2003, when he first joined our Board. A quick reminder that FLYHT board member Nancy Young will participate in a fireside chat at the Jefferies Virtual Aerospace ESG Summit this Thursday, June 20, beginning at 8:55 a.m. Mountain Time, so at 10:55 Eastern Time. The webcast replay will be available on FLYHT's website in case you can't catch the live discussion. Finally, I would like to draw attention to our committed staff for their continued hard work and dedication to the products we build and deliver. It is through their expertise and that we continue to provide industry-first solutions to the aviation industry. I would like to thank our customers for their continued trust in the services and value that we provide them. And I would like to thank all of our loyal shareholders for your continued support. Gailyn, turning the call back to you.
Operator
operatorThank you. This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.
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