NFI Group Inc. (NFI) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders and Stockholders of NFI Group Inc. 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 [indiscernible] transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent a warrant to Computershare and the Corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information for all appropriate persons before your disclosure. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Stephen King, Vice President, Strategy and Investor Relations for NFI Group Inc. Mr. King, the floor is yours.

Good morning, everyone, and welcome to our Annual Meeting of NFI Group Inc. Joining me today is NFI Board Chair, Wendy Kei; President and CEO, Paul Soubry; and Chief Financial Officer, Brian Dewsnup. Turning to Slide 3. We will start today's meeting by delivering a land acknowledgment, also known as a territorial acknowledgment. I acknowledge that I reside on, and that NFI's head office is located on Treaty 1 territory, the original lands of the Anishinaabeg, Cree, Oji-Cree, Dakota, Lakota, Dene peoples, and the birthplace and homeland of the Metis Nation. The land we are meeting on today, here in St. Cloud, Minnesota has for many millennial been the ancestral land of the Ojibwe, Dakota, Anishinaabeg and Chippewa tribes. We respect and give honor to the indigenous people's history on this land and recognize First Nations, Metis and Inuit peoples' ongoing contribution in our neighborhoods and communities today. Turning to Slide 4, a few quick housekeeping items. We will be advancing slides on the screen during today's meeting. The accompanying slides will be made available on the NFI website after the conclusion of the meeting. As this meeting is being held virtually, it is necessary to set out guidelines for the orderly conduct of the meeting. Questions can be submitted using the instant messaging service of the virtual meeting interface. In order to ask a question, please click on the Q&A icon and type your question to management. Following the formal part of the meeting, there will be a management presentation, and questions will generally only be addressed at that time. To the extent that there are questions regarding procedural matters or directly related to the motions before the meeting, those may be addressed during the formal portion of the meeting. Questions will be read aloud before and being addressed. Usually, and this year is no exception, the majority of shareholders submit their proxies or voting instructions in advance of the meeting. In situations where the meeting is held in person, registered shareholders or duly appointed proxy holders, who wish to vote at the meeting, would be required to attend the meeting in person. Since we are hosting today's meeting virtually, voting during the meeting will take place by electronic ballot. To vote electronically, registered shareholders or duly appointed proxy holders who have properly logged in with their control number or invite code, as applicable, and wish to vote today will be able to see on the screen all motions being brought forth at the meeting. These can be voted on at any time up to the closing of the polls. Registered shareholders who have voted in advance of the meeting and do not wish to revoke their previously submitted proxies do not need to vote during the meeting. Please note that only registered shareholders or duly appointed proxy holders are entitled to vote at this meeting. Beneficial shareholders, who have not duly appointed themselves or any other proxy holder as proxy holders, will not be able to vote at the meeting. However, all shareholders and duly appointed proxy holders may ask questions using the instant messaging application. Moving to Slide 5. I would now like to introduce Ms. Wendy Kei, Chair of the Board of Directors of NFI Group. Wendy joined NFI's Board in 2022 and became Chair in May 2023, following last year's AGM. Wendy will provide a look in today's meeting and then take us through the formal portion of the meeting.

Thank you, Stephen. On behalf of the NFI Group Board of Directors, let me welcome everyone to today's Annual General Meeting. 2023 was a period of resiliency and recovery for NFI. We saw significant improvements in vehicle production rates and financial results, while continuing to manage through supply and inflation challenges. Our Board-supported management and the company's operational recovery and with the execution of a comprehensive USD 444 million refinancing plan to strengthen NFI's balance sheet and support financial flexibility. While there are numerous challenges, there were also many positives. You will hear from Paul on these later in this meeting. But I also wanted to point out a substantial financial performance from the aftermarket segment. In addition, we ended fiscal 2023 with a record bus and coach backlog. That record backlog was exceeded yet again in the first quarter of 2024. Our backlog now sits at almost $12 billion. NFI is well positioned for the long term, where it aims to benefit from record investments in public transportation and the transition to zero-emission buses and coaches. Our Board plays an active role in overseeing the company's financial recovery and growth, and in overseeing the continued delivery on NFI's sustainability pledge to deliver a better product, a better workplace and a better world, driving long-term sustainable value for you, my fellow shareholders. The Board remains extremely confident in management and the capabilities of the team. We are pleased to see Brian Dewsnup's promotion into the CFO role in 2024. And look forward to working with Brian, Paul and other members of the leadership team to realize on the opportunities in front of us. I am now on Slide 6, where we provide an update on Board transition. Today, upon the completion of the shareholders' meeting, Phyllis Cochran will retire following 9 years as a Board -- a member of the Board and Chair of NFI's Audit Committee. Phyllis was a valued Director. And on behalf of the Board and management, I would like to thank Phyllis for her contribution, dedication and leadership to NFI and wish her continued success in her future endeavors. It is my pleasure to announce that Anne Marie O'Donovan has been appointed to serve as a new Independent Director on NFI's Board. If Anne Marie is elected as Director of NFI at today's meeting, she will become the Chair of the Audit Committee. Anne Marie served as the Executive Vice President and Chief Administrative Officer, Global Banking and Markets at Scotiabank from 2009 and 2014, and was previously the Senior Vice President and Chief Auditor of Scotiabank. Anne Marie is also a former partner at Ernst & Young LLP. She is the Chair of the Board of Aviva Canada, Inc., Chair of the Audit Committee of Cadillac Therapy Corp. and serves on the Board and chair the Investment Committee of CMA Impact Inc., a subsidiary of the Canadian Medical Association. She is a past Director, past Chair of the Audit Committee and past Chair of the Compensation Committee of Indigo Books & Music Inc. And formerly a Director and Chair of the Audit Committee of MDC Partners Inc. Turning to Slide 7. We will now proceed with the formal portion of today's meeting. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance. Only shareholders or their proxies are entitled to vote electronically at this meeting. To make the best use of our time, I will move and second the proposals, which are called for in the Notice of the Meeting. Slide 8, the meeting will now come to order. I will ask Mr. Colin Pewarchuk, Executive Vice President, General Counsel and Corporate Secretary of the Corporation to act as Secretary of the meeting; and [indiscernible] and [indiscernible] of Computershare Services, Inc., the transfer agent of the Corporation's common shares, to act as the scrutineer. Notice calling the meeting was mailed to shareholders on March 25, 2024, and we have received a confirmation from the Corporation's transfer agent as to its mailing. Just prior to the start of the meeting, I received a copy of the preliminary scrutineers' report on the attendance. There are 2 shareholders holding 87,686,150 common shares, represented in person or by proxy at this meeting. This represents approximately 73.7% of our outstanding common shares as of the record date. I've been advised by the scrutineers that the quorum of shareholders is present. I declare that the meeting is regularly called and properly constituted for the transaction of business. Slide 9, please. The first item of business is the presentation of the consolidated financial statements of NFI Group Inc. for the fiscal year ended December 31, 2023, and the auditors report therein. A copy of the financial statements, together with management's discussion and analysis of the operating results and the auditors report were included in the Corporation's annual report, which has been mailed to shareholders requesting copies and is available on NFI's website. NFI's consolidated financial statements and auditors report are hereby tabled for the purposes of this meeting, and no further action is required. Slide 10. We will now proceed with the appointment of the auditors and the authorization of the auditors of the directors to fix their remuneration. I move and second that Deloitte LLP be appointed auditors of the Corporation to hold office until the next meeting of the shareholders and that the directors be authorized to fix their remuneration. Unless there are any questions, I move to the next item of business. Slide 11. The next item of business is the election of the directors. Ten directors are to be elected, and information regarding the proposed nominees is set out in the information circular provided in connection with the meeting. I have the pleasure of nominating Larry Edwards, Adam Gray, Krystyna Hoeg, Wendy Kei, Paulo Nunes; Anne Marie O'Donovan, Colin Robertson, Janet Walker-Ford, Katherine Winter and Paul Soubry as directors of the Corporation to hold office until the next Annual Meeting of the Shareholders or until their successors are duly elected or appointed. The Corporation's amended and restated advance notice bylaw provides that nomination of directors by shareholders must be received by the Corporation at least 30 days in advance of the meeting in order to be valid. As no such nominations were received by the Corporation prior to the deadline, the nominations are closed. In accordance with the Corporation's majority voting policy for a nominee to be elected and remain as director, they must receive no less than a majority of the votes cast in favor of their election. Based on the number of votes cast by proxy in advance of the meeting in respect of each nominee, I can report that all of the nominees have received a majority of the votes cast for their election. And therefore, I now declare that they have been duly elected directors of the Corporation to hold office until the next meeting of the shareholders or until their successors are duly elected or appointed. The last item of business is the approval on an advisory basis of the Corporation's approach to executive compensation. I move and second to approve on an advisory basis, and not to diminish the role and responsibilities of the directors, that the shareholders accept the approach to executive compensation disclosed in the management information circular. Unless there are any questions, we will now allow some time for voting. As I mentioned earlier, voting today will be conducted by electronic ballot. Polls are open and registered shareholders and duly point proxy holders, who have properly logged in with their control number or invite codes, as applicable, and wish to vote, will be able to see on the screen all motions being brought forth at this meeting. Please register your votes. We will provide approximately 1 minute to complete the electronic ballots. Once electronic ballot closes, the voting page will disappear, and your votes will automatically be submitted. I will now pause for the voting. [Voting]

Okay. I have been advised by the scrutineers that based on the ballots and proxies deposited for the meeting and the preliminary results of the voting, all motions have been voted for -- voted in favor, and thus, I declare all motions carried. The final voting results will be available after the meeting and posted on SEDAR. The formal items of business as set out in the Notice Of Meeting have now been dealt with. As there is no further business to be brought before the meeting. I move and second that the meeting now terminate. I now declare the meeting terminated. Now that the formal part of the meeting is concluded, I will turn things over to Stephen King, who will start the management presentation.

Thank you, Wendy. A reminder to all participants that will be taking questions at the end of Paul's presentation, and note that questions can be submitted using the instant messaging service of the virtual meeting interface. In order to ask a question, please click on the Q&A icon and type in your question to management. We will read the questions aloud and respond to them following Paul's presentation. We will continue moving slides via the webcast link, and we'll also call out the accompanying slide numbers as we progress. I'll now pass the call over to Paul.

Thanks, Wendy, and thank you, Stephen. Ladies and gentlemen, thanks for joining us today. I'm now on Slide 15 of our deck. And as is customary, our cautionary statement about forward-looking statements. Slide 16 provides a couple of key terms that we will refer to today and normally do through our disclosure materials. Probably the most important is the definition of vehicles. So transit buses, cutaways or medium-duty vehicles and then lower coaches. Finally, we also talk about zero-emission vehicles, which reflect battery-electric, trolley-electric or hydrogen fuel-electric buses and coaches and equivalent units, we use a production slot measurement of our production capability and therefore, measure and report all of our numbers relative to an equivalent unit or production slot. I'm now on Slide 17. And just to explain to our participants today, NFI Group is a global independent bus and motor coach solution provider that is leading the evolution to zero-emission mobility, and I shall explain that over the next couple of pages. What's most important to us is that we are a purpose-driven organization. We exist that build vehicles that move the world's most precious cargo. What we do, moves people. And so we are a market and technology leader in major markets with over 100,000 buses and coaches in service today through 12 countries. Moving to Slide 18, we have purposely and strategically progressed as a company from a product orientation to a solution provider. The diagnostic on the chart -- or the chart today is really meant to explain that every customer, public or private, has a different element of -- a different approach to operation of their fleet. And our strategic priorities and focus has been to deliver a vehicle, surrounded by parts and publication service, depending on their fleet operation and needs, a vast variety of workforce and development operations, workforce and training elements, connected vehicle diagnostics and telematics, financing in the private markets where we act as a facilitator, and what's happened in the last couple of years as we've deployed zero-emission vehicles, Infrastructure Solutions. Think of us as a solution provider in this world that is migrating to zero-emission. Slide 19 is probably one of the most talked about things at our company. There's two pieces of information on this slide. On the left, many years ago, we built a very simple chart that says, at the end of the day, we need to balance the needs of our stakeholders. And we use this very simple tool every time we try to make a decision, of what does it mean for our people, our customers and their customers and what does it mean for our shareholders. The other dynamic we live with all day long is that we are in a highly customized product environment. And therefore, suppliers are not just providers of product. They are critical to the [indiscernible] ability to integrate their technology into our vehicles. And finally, a good proportion of our business is publicly funded, and therefore, the focus of delivering services and benefits and environmental focus to our entire community is very important. On the right, as we brought together the brands of New Flyer, Alexander Dennis, MCI, ARBOC, all surrounded by parts and services businesses, we've committed to key values of safety, quality, integrity, accountability, teamwork, and last but not least, and most important, probably, sustainability. I'm now on Slide 20. We have been at zero-emission vehicles since 1969, when we delivered our first zero-emission trolleys into the United States. In the last number of years, we have put 3,804 zero-emission equivalent units on the road since 2015. And in that time, we have had a 180 million active service miles on electric vehicles delivered. Zero-emission deployment and performance is not new to NFI. As Wendy articulated, our backlog is now at $11.7 billion or over 14,700 units, a combination of firm orders and options with the options extending today all the way -- some of them all the way out to 2029. Our Bid Universe has continued to grow with zero-emission elements today, 52% of that private, and we continue to grow our backlog where today, 39% of that entire backlog are zero-emission vehicles. What we're proud of is as we travel around the world, we see NFI products at 150 cities with -- that have NFI zero-emission buses in service or on order in 6 countries. And as we've added that service in the element of charging infrastructure to our customers, at last count, we have deployed 475 kilowatts of charging -- 75 megawatts, 475 chargers. Moving to Slide 21. The transition to zero-emission is definitely accelerating, but it's measured and it's governed by a couple of things. A, the transit agencies and customers' ability to deploy a Zero-Emission [ B ]; B, that charging capability and reliable energy to do so; and C, funding to help those operators finance the cost, albeit more capital expensive, less operating costs for ultimately a better total cost of ownership. On the left-hand chart, you can see that zero-emissions, since 2021, has gone from 8% of our annual deliveries to 22% last year, and we're currently projecting between 30% and 35% this year, and we think we will exceed 40% as we head to 2025. With respect to our backlog, the chart on the right, in 2021, in the fourth quarter of last -- of that year, 17% of what we delivered was zero-emission -- sorry, of our backlog, in fourth quarter of 2022, it was 29% and at the end of last year, 36%. As I move to Slide 22, this gives you a little bit more color of the backlog that we have going back all the way to first quarter of 2019 to the first quarter of this year, 2021 (sic) [ 2024 ], which was a record. We are now sitting in that total backlog that I described earlier. We saw record new orders in the quarter of this year, 5,420 equivalent units were added to our backlog. And this resulted in a year-over-year increase of new orders, up 189% in a trailing 12-month book-to-bill ratio of 117%. In addition to those staggering factors of growing our backlog, really pleased to see the progress of our option backlog conversion rate now up nearly at 50% in the first quarter of this year. Moving to the next slide, Slide 23. We are really pleased with the performance of our business in the first quarter of this year, and we have reiterated our guidance going forward for the fiscal years of 2024, where we're targeting to deliver approximately 5,000 units and have a revenue forecast between USD 3.2 billion and USD 3.6 billion. Next year, our forecast is to exceed USD 4 billion. On the top right, you will see in the dotted line boxes, our return on sales based on adjusted EBITDA [ as ] a total revenue. Our business was moving along very successfully through the 2010 to 2019 year. 2020, as we entered COVID, we really started to have challenges. And as you can see, in 2022, we actually lost money at the adjusted EBIT level. We've started to recover our business last year and we are very excited about the performance this quarter and are currently forecasting a range of adjusted EBITDA in 2024, between $240 million and $280 million, and believe that we will exceed $350 million in 2025, with an annualized run rate of over $400 million by the end of next year. The bottom left explains our CapEx journey over the last number of years. We did manage and mitigate as much capital spending that we could through the whole pandemic period and the resulting supply chain dynamics. And this year, we believe we will spend between $50 million and $60 million of capital expenditures. And next year, approximately the same rate. Finally, from a return on invested capital perspective, we were very pleased as we acquired businesses and developed our capacity and capability and lean operations through 2016, '17 and '18. It started to drop in 2019, which really is a direct result of the acquisition of Alexander Dennis, that had lower return on sales and return on invested capital ratios. And then, of course, the pandemic through 2021, '22 and '23 hampered our ability to return capital return -- provide a return to our shareholders. Very excited this year to say, that by the end of 2025, we believe that we would strongly forecast, a return on invested capital north of 12%, back in the double-digit category. My final slide is on Slide 24, and we are very pleased. Back to our comments about being a purpose-driven organization, we have 2 opportunities: a, we can continue to improve and enhance the way we work, where we get product from, how we operate and our impact on climate change in the globe. More importantly, although as a provider of zero-emission vehicles, we can have a massive and impactful -- impact, if you will, on the overall economy, the overall environment and global climate change. And so our [indiscernible] was defined actually in 2006. We set out to deliver a better product, with a better workplace, finally make a better world, and we continue that today. Very proud of the bus in this picture, which is an Alexander Dennis, two -- sorry -- three-axle, Enviro500 EV and we are seeing the progression of -- excuse me, electricity and EVs throughout our entire platform. Slide 25 refers to our forward-looking statements and notice to readers. And finally, Slide 26 provides our key financial definitions. For anyone wanting more information earlier today, we provided a presentation to our analysts and shareholders, and all of that material and the presentation will be on our website. With that, I will hand it back over to Steve King.

Thanks, Paul. Thanks for that. And thanks, Wendy, for the formal part of the meeting as well. Thanks to all of our attendees. There are no questions on the interface and the portal. So with that, I think we will conclude the meeting. And thanks everyone, as Paul mentioned, as always, a significant amount of information on our website, including our contact information, please feel free to reach out at any time.

Thank you. This concludes the meeting. You may now disconnect.